Common use of Placement Agent Compensation Clause in Contracts

Placement Agent Compensation. (a) In connection with the Offering, the Issuer will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to 10% of the gross proceeds from the sale of the Units consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rights. (b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer will issue to the Placement Agent (or its designee(s)) for nominal consideration, warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of the number of shares of Common Stock (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below), the Issuer will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I 4(e) below) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to 10% of the gross proceeds from the sale of the Units Shares consummated at such Closing (subject to reduction at Closing. For the sole discretion avoidance of doubt, the consummation of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units sale of Convertible Notes issued Shares pursuant to the holders before November 7, 2016 and Perceptive Advisors (collectively, the Additional Investment Rights will be considered a “Old Notes”) and any Convertible Notes Closing” for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders purposes of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees payment of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment RightsCash Fee. (b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer Company will issue to the Placement Agent (or its designee(s)) for nominal consideration, a five-year warrants (the “Agent Warrants”) to purchase such number of shares of Common Stock (the Company’s common stock as is equal to 14.5% of the shares of Common Stock initially issuable upon exercise conversion of the Agent Warrants are hereinafter referred Shares sold at each closing in this Offering and pursuant to the Shares issued pursuant to the Additional Investment Rights as described in the Memorandum. (the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of the number of shares of Common Stock (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect equal to any Units purchased by any the Conversion Price of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be Shares issued in connection with at such closing or the Units purchased by Perceptive Advisors in time of purchase of shares pursuant to the Offering as agreed to by Additional Investment Right (the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.”). The Agent Warrants will be exercisable on a “cashless” basis and for the five-year period following issuance. The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer Company promptly following the Final Closing and the Issuer Company shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. For the avoidance of doubt, the consummation of the sale of Shares pursuant to the Additional Investment Rights will be considered a “Closing” for purposes of payment of the Agent Warrants. (c) At each Closing (as defined in section 4I below)Closing, the Issuer Company will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale aggregate purchase price of the Units consummated Shares sold at such Closing (the “Agent Expense Allowance”), provided that the . The Agent Expense Allowance payable at the First Closing shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and $25,000 advance paid to Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notesor its counsel previously. The Placement Agent will not bear any of Issuerthe Company’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including all its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer Company shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer Company (other than through open or public market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units Shares in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer Company upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder shareholder communications by the Company to its stockholdersshareholders, including those Tail Investors that are stockholders shareholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) right of first refusal with respect to an offering pursuant to the provisions of Section 3(f)3(e) below, the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as upon the sale of at least $10,000,000 in the First ClosingOffering, the Issuer hereby grants Company agrees to grant to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the IssuerCompany’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly ) that is proposed to be consummated to investors without in the United States with the assistance of a registered broker-broker dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer Company determines to pursue such a private placement financing pursuant to Regulation D during the ROFR Term in which and wishes to engage a third party placement agent will be engagedto assist in connection with such offering, the Issuer Company shall promptly provide Aegis the Placement Agent with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis the Placement Agent does not accept in writing such offer to act as lead placement agent with respect to such private placement offering upon the terms proposed, then the Issuer Company shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent or underwriter are not materially less favorable to the Issuer Company than the terms included in the Notice. AegisThe Placement Agent’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement offering during the ROFR Term. Each of OPCO The Company represents and the Issuer represent and warrant warrants that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the IssuerCompany’s securities to which Aegis’s ’ preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to 10% of the gross proceeds from the sale of the Units consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment RightsClosing. (b) As additional compensation, compensation at or within ten (10) business days following the Final Closing, Closing the Issuer Company will issue to the Placement Agent (or its designee(s)) for nominal consideration, warrants (the “Agent Warrants;” the Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of the number of shares of Common Stock (i) included in the aggregate number of Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying of the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes)Closings, at an exercise price of $5.00 0.50 per share. There will be no Agent Warrants issued with respect to any Units purchased by any share and (ii) issuable upon exercise of the investors set forth on Schedule B1 and B2 hereto; providedWarrants included in all of such Units, however, that at an exercise price of $0.75 per share (the “Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement AgentWarrants”). The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Final Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction LetterCompany. (c) At each Closing (as defined in section 4I below)Closing, the Issuer Company will pay Aegis the Placement Agent a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuerthe Company’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expensesNotwithstanding the foregoing, including its legal fees and expenses, from the Agent Expense Allowance. The Allowance otherwise payable to the Placement Agent Expense Allowance will at the First Closing shall be reduced offset by the $25,000 paid by OPCO 15,000 the Company previously advanced to legal counsel for the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) In the event the Company elects to redeem the Warrants pursuant to the provisions thereto, the Placement Agent will be engaged as exclusive warrant solicitation agent a reasonable period of time prior to the time notice of redemption is delivered to holders of Warrants. The Issuer shall also pay and issue engagement letter will provide for the payment to the Placement Agent of, inter alia, a cash fee of 5% of the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted exercise price for each Warrant exercised by a Warrant holder that has been solicited by the Placement Agent and provided with following a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offeringredemption notice. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Navesink Offering, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Cash Fee”) to the Placement Agent at each Closing equal to Ten Percent (10% %) of the gross proceeds from funds raised in the sale of the Units consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectivelyNavesink Offering. In addition, the “Old Notes”) and any Convertible Notes for which Company will deliver to the Placement Agent was previously paid a cash commission and Class B Membership Interests equal to Five Percent (ii5%) investments of the number of Class B Membership Interests sold in the Navesink Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto“Agent Membership Interests”). The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments be paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rights. (b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer will issue to the Placement Agent (or its designee(s)) for nominal consideration, warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of the number of shares of Common Stock (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below), the Issuer will pay Aegis a non-accountable expense allowance equal at each closing not to exceed Three Percent (3% %) of the gross proceeds from raised in the sale of the Units consummated at such Closing (the Navesink Offering. The “Agent Expense AllowanceCash Fee” and “Agent Membership Interests” are sometimes referred to collectively as (“Brokers’ Fees”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (db) The Issuer Company shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, a broker’s fee if any person or entity contacted by the Placement Agent and provided in connection with a Memorandum the Navesink Offering, which person had not been introduced to the Company prior to or during the Navesink Offering Period (by someone other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the OfferingAgent, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) Company at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”)Closing, whichever is applicable; provided, however, that the Tail Period shall terminate immediately regardless of whether such Post-Closing Investor purchased Membership Interests in the event that Axxx X. Xxxxx is no longer employed by Navesink Offering. Any such broker’s fee payable pursuant to this Section 3(b) will be based on the Placement Agent at any time during fee structure in place for broker-dealers participating in the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Companyapplicable offering. In the event there are no participating broker-dealers, the broker’s fee payable pursuant to this Section 3(b) will be based on a fee arrangement negotiated between Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offeringCompany. (ec) [Reserved] (f) Effective as To the extent there is more than one Closing, payment of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D proportional amount of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent Brokers’ Fees will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days made out of the receipt proceeds of subscriptions for the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash Membership Interests sold at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final each Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to 10% of the gross proceeds from the sale of the Units consummated at such Closing Closing, which shall exclude, Units issued in consideration for the conversion of $1,500,000 of principal amount of certain convertible promissory notes of Organovo issued in October/November 2011 (subject to reduction the “Bridge Notes”), together with accrued interest thereon, into Units as contemplated in the Memorandum. The principal amount and accrued interest on the Bridge Notes at the sole discretion time of the Placement Agent; provided, however, that no cash commission shall be paid with respect First Closing is hereinafter referred to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, as the “Old NotesBridge Note Conversion Amount.”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rights. (b) As additional compensation, compensation at or within ten (10) business days following each Closing the Final Closing, the Issuer Company will issue to the Placement Agent (or its designee(s)) for nominal consideration, warrants (the “Agent Warrants;” the Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares” and the Agent Warrants and the Agent Warrant Shares are collectively referred to as the “Agent Securities”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 1020% of the number of shares of Common Stock (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old issued in consideration of the conversion of the Bridge Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 1.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any share and (ii) issuable upon exercise of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Warrants at an exercise price of $1.00 (the “Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement AgentWarrants”). The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closingissuance, shall contain customary weighted average anti-dilution price protection provisions and immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction LetterCompany. (c) At each Closing (as defined in section 4I below)Closing, the Issuer Company will pay Aegis the Placement Agent a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing Closing, excluding Units issued in consideration of the conversion of the Bridge Notes (the “Agent Expense Allowance”), provided that the Agent . The Agent’s Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors not cover Blue Sky Expenses (as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notesdefined below). The Placement Agent will not bear any of IssuerPubco’s or OPCOOrganovo’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer Company shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 heretoOrganovo) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer Company (other than through open market purchases or securities purchased in any underwritten public offeringpurchases) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Post-Closing Investors”) at any time prior to the earlier of the date that is twelve eighteen (1218) months after the Termination Date or the Final Closing (“Tail Period”)Closing, whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail potential Post-Closing Investors shall be provided in writing by the Placement Agent to the Issuer Company upon written request within 10 days following the Termination Date or the Final Closing, as the case may be Closing (the “Tail Post Closing Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Post-Closing Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided. If an event or transaction shall occur that would entitle the Placement Agent to receive both the Agent Compensation and the Finder’s Fee (as such term is defined below), however, that such restrictions then the Placement Agent shall not apply have the right to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders elect which fee it shall receive in full satisfaction of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering ’s obligations pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3as described in Section 3(e) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions)below. (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to 10% of the gross proceeds from the sale of the Units Series A Preferred Shares consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment RightsClosing. (b) As additional compensation, compensation at or within ten (10) business days following the Final Closing, Closing the Issuer Company will issue to the Placement Agent (or its designee(s)) for nominal consideration, warrants (the “Agent Warrants;” the Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation”) to purchase shares Shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that number of shares Shares of Common Stock equaling 10% of the number of shares Shares of Common Stock (i) included issuable upon conversion of all of the Series A Preferred Shares sold in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes)Offering, at an exercise price of $5.00 0.50 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement AgentWarrant Share. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Final Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction LetterCompany. (c) At each Closing (as defined in section 4I below)Closing, the Issuer Company will pay Aegis the Placement Agent a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units Series A Preferred Shares consummated at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuerthe Company’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expensesNotwithstanding the foregoing, including its legal fees and expenses, from the Agent Expense Allowance. The Allowance otherwise payable to the Placement Agent Expense Allowance will at the First Closing shall be reduced offset by the $25,000 paid by OPCO 15,000 the Company previously advanced to legal counsel for the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer Effective as of the First Closing, the Company shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders stockholders of OPCO and the investors set forth on Schedules B1 and B2 heretoCompany) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer Company (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units Series A Preferred Shares in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”)Closing, whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer Company upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall only include persons or entities that actually received a copy of the MemorandumMemorandum and shall not include existing stockholders of the Company and any other investors set forth in a schedule to the Finder’s Agreement (as defined below). The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f3(e), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer Company hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined)Placement Agent, for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent or underwriter for any proposed private placement pursuant to Regulation D or public offering of the IssuerCompany’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer Company determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent or underwriter will be engaged, the Issuer Company shall promptly provide Aegis the Placement Agent with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis the Company does not accept in writing such offer to act as lead placement agent or underwriter with respect to such private placement offering upon the terms proposed, then the Issuer Company shall be entitled to engage a placement agent or underwriter other than Aegisthe Placement Agent; provided that the terms of the compensation to be paid to such other placement agent or underwriter are not materially less favorable to the Issuer Company than the terms included in the Notice. Aegis’s failure In the event the Placement Agent fails to exercise these preferential rights in any situation situation, the Section 3(e) shall not affect its preferential rights to any subsequent private placement during the ROFR Termterminate. Each of OPCO The Company represents and the Issuer represent and warrant warrants that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the IssuerCompany’s securities to which Aegisthe Placement Agent’s preferential rights shall apply. (gf) At the First Closing, the Issuer Company and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee Finder's Fee for a transaction entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with The placement agent commissions will be 8% for the Offering. As additional compensation for Xxxxxx’x services, the Issuer will pay Company shall issue to Xxxxxx or its designees at each Closing (as defined in Section 4I below) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to 10% closing of the gross proceeds from the sale of the Units consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors Offering a warrant (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rights. (b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer will issue to the Placement Agent (or its designee(s)) for nominal consideration, warrants (the “Agent Warrants”) to purchase shares that number of Common Stock (the shares of Common Stock issuable upon exercise securities of the Company equal to 5% of the aggregate number of securities sold in the Offering (if the Offering is for units of securities, the Placement Agent Warrants are hereinafter referred will be to as the “Agent Warrant Shares”purchase such units). The Placement Agent Warrants will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the effective date of the Offering and ending five years from the effective date of the Offering at a price per security equal to 125% of the offering price per security issued in the Offering. The Placement Agent Warrants will provide for a cashless exercise provision, piggy back registration rights and customary anti-dilution provisions (for stock dividends and splits and recapitalizations) consistent with FINRA Rule 5110. The number of securities underlying the Placement Agent Warrants shall be exercisable for that number reduced if necessary to comply with FINRA rules or regulations. Xxxxxx reserves the right to reduce any item of shares of Common Stock equaling 10% of its compensation or adjust the number of shares of Common Stock (i) included terms thereof as specified herein in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 per share. There event that a determination and/or suggestion will be no Agent Warrants issued with respect made by FINRA to any Units purchased by any the effect that the underwriters’ aggregate compensation is in excess of FINRA rules or that the investors set forth on Schedule B1 and B2 heretoterms thereof require adjustment; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below), the Issuer will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific aggregate compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause otherwise to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will may not be entitled to a finder’s fee entered into with any party with whom increased above the Company had a pre-existing relationship prior to amounts stated herein without the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable written approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I 4(e) below) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to 10% of the gross proceeds from the sale of the Units Shares consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; Closing, provided, however, that no cash commission the Agent Cash Fee shall be paid ultimately reduced to 5% with respect to sales of Shares that are initiated through the efforts of finders introduced by the Company located outside of the United States (i) the exchange for Units of Convertible Notes issued to the holders before November 7“Foreign Finders” and sales facilitated through such efforts, 2016 and Perceptive Advisors (collectivelyhereinafter, “Foreign Finder Related Sales”). In that regard, the “Old Notes”) and any Convertible Notes for which Company will notify the Placement Agent was previously paid a cash commission and (ii) investments of any Foreign Finders that wish to participate in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of shall use its best efforts to have such Foreign Finders execute Referral Agreements with the Placement Agent governing, among other things, compensation matters, with Foreign Finder Related Sales being deposited in the Escrow Account (as defined below). To the extent that any potential Foreign Finder does not execute a Referral Agreement with the Placement Agent, alternative arrangements with respect to receive payments from participation in the Issuer aggregating 10Offering in compliance with all applicable laws will be discussed by the parties hereto, but in all events, except as otherwise agreed to by the Placement Agent, the Placement Agent shall be entitled to an Agent Cash Fee of not less than 5% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rightson Foreign Finder Related Sales. (b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer Company will issue to the Placement Agent (or its designee(s)) for nominal consideration, a five-year warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that such number of shares of Common Stock equaling 10the Company’s common stock as is equal to 14.5% of the number of shares of Common Stock common stock initially issuable upon conversion of the Shares sold in this Offering (iinclusive of Foreign Finder Related Sales) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect equal to any Units purchased by any the Conversion Price of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with Shares (the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.”). The Agent Warrants will be exercisable on a “cashless” basis and for the five year period following issuance. The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer Company promptly following the Final Closing and the Issuer Company shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below)Closing, the Issuer Company will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale aggregate purchase price of the Units consummated Shares sold at such Closing (inclusive of Foreign Finder Related Sales) (the “Agent Expense Allowance”), provided that the . The Agent Expense Allowance payable at the First Closing shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and $25,000 advance paid to Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notespreviously. The Placement Agent will not bear any of IssuerCompany’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including all of its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer Company shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer Company (other than through open or public market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units Shares in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer Company upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder shareholder communications by the Company to its stockholdersshareholders, including those Tail Investors that are stockholders shareholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) right of first refusal with respect to an offering pursuant to the provisions of Section 3(f)3(e) below, the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of upon the First Closing, the Issuer Company hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead or co-placement agent for any proposed private placement pursuant to Regulation D of the IssuerCompany’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly ) that is proposed to be consummated to investors without in the United States with the assistance of a registered broker-broker dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer Company determines to pursue such a private placement financing pursuant to Regulation D during the ROFR Term in which and wishes to engage a third party placement agent will be engagedto assist in connection with such offering, the Issuer Company shall promptly provide Aegis the Placement Agent with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis the Placement Agent does not accept in writing such offer to act as lead or co-placement agent with respect to such private placement offering upon the terms proposed, then the Issuer Company shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent or underwriter are not materially less favorable to the Issuer Company than the terms included in the Notice. AegisThe Placement Agent’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement offering during the ROFR Term. Each of OPCO The Company represents and the Issuer represent and warrant warrants that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the IssuerCompany’s securities to which Aegis’s ’ preferential rights shall apply. (gf) At Effective upon the First Closingsale of at least $10,000,000 in the Offering, at the Placement Agent’s option, the Issuer Company agrees that it shall take, and shall cause its board of directors (the “Board of Directors”) to take, all action within its powers to nominate (i) one (1) representative designated by the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s AgreementPA Director”), which will provide that, during the three (3) year period following the later as a member of the Termination Date or the First Closing, if the Company or any Board of its affiliates shall enter into any Directors of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinationsCompany. In this regard, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause give the PA Director copies of all notices, minutes, consents, and other materials that it provides to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash its directors at the closing of same time and in the same manner as provided to such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 milliondirectors; provided, however, that the Placement Agent will not PA Director shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided. In addition, as a Board of Directors designee, the PA Director shall be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (receive reimbursement for all reasonable costs incurred in attending such meetings, including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offeringbut not limited to, meals, lodging and transportation. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis PA Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash compensation commensurate to what is provided to other board members of the Company and (iii) equity compensation in amounts to be determined based on the amounts pool that is made available to other non-employee directors of the Company. Further, the Placement Agent agrees that it will not propose any individual as the PA Director whose background does not comply with or would disqualify the Company from complying with (i) applicable securities laws, (ii) contractual obligations to and rules of the Exchange and (iii) the criteria for directors set forth in the then current charter of the Company’s Nominating Committee, and will not disqualify the Company from being able to conduct any public offering or private placement pursuant to either Rule 506 (b) or (c) and any “bad boy“ provisions of any state securities laws. This provision shall terminate two three (3) years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall date the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed PA is initially nominated to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third partyBoard of Directors.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Broker Cash Fee”) to the Placement Agent at each Closing equal to Ten Percent (10% %) of each Closing’s gross sales price of the gross proceeds from the sale of the Units consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (isecurities purchased by those Investor(s) the exchange for Units of Convertible Notes issued directly introduced to the holders before November 7, 2016 and Perceptive Advisors Company by Markets (collectively“Markets Clients”). Additionally, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent Company will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rights. (b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer will issue deliver to the Placement Agent warrants exercisable for a period of five (or its designee(s)5) for nominal considerationyears from the Closing Date, warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that a number of shares of Common Stock equaling Ten Percent (10% %) of the number of shares of Common Stock (i) included in sold to the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at Markets Clients with an exercise price per share of $5.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 0.50 (“Broker Warrants) (“Broker Cash Fee” and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants “Broker Warrants” are sometimes referred to herein collectively as “Agent Compensation.” Brokers’ Fees”). The Agent Broker Warrants will be in such authorized denominations and will be registered in such names shall have weighted average anti-dilution protection to the same extent as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below), the Issuer will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible NotesInvestor Warrants. The Placement Agent will receive Fifty Percent (50%) of the Broker Cash Fee and Broker Warrants for any investors introduced to the Company by FireRock Capital, Inc. The Placement Agent will not bear receive any Brokers’ Fees for any investors who are pre-Offering shareholders of Issuer’s Symbid or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from investors who were introduced by Symbid to the Agent Expense AllowanceCompany. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer shall also pay and issue Broker Warrants issued as compensation to the Placement Agent will be issued as per the Agent Compensation calculated according to instructions of the percentages set forth in Sections 3(a) and Placement Agent. (b) of this Agreement, The Company shall also pay to the Placement Agent a Broker’s Fee if any person or entity contacted by the Placement Agent and provided in connection with a Memorandum the Offering, which person had not been introduced to the Company prior to or during the Offering Period (by someone other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the OfferingAgent, who invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) Company at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”)Closing, whichever is applicable; provided, however, that the Tail Period shall terminate immediately regardless of whether such Post-Closing Investor purchased Units in the event that Axxx X. Xxxxx is no longer employed Offering. The payment of the Brokers’ Fee shall be a condition to any Closing for funds invested by the Placement Agent at any time during Post-Closing Investors. Any such broker’s fee payable pursuant to this Section 3(b) will be based on the Tail Period. The names of Tail Investors shall be provided fee structure in writing by place for broker-dealers participating in the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Companyapplicable offering. In the event there are no participating broker-dealers, the broker’s fee payable pursuant to this Section 3(b) will be based on a fee arrangement negotiated between Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offeringCompany, but in any case, no less than the Brokers’ Fees provided for herein. (ec) [Reserved] (f) Effective as To the extent there is more than one Closing, payment of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D proportional amount of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent Brokers’ Fees will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days made out of the receipt proceeds of subscriptions for the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash Units sold at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final each Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Brokers’ Cash Fee”) to the Placement Agent at each Closing, and as a condition to Closing, equal to Ten Percent (10% %) of the gross proceeds from the sale sales price of the Units consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (ipurchased by those investor(s) the exchange for Units of Convertible Notes issued directly introduced to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which Company by the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto“Markets Investors”). The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rights. (b) As additional compensation, at or within ten (10) business days following the Final ClosingIn addition, the Issuer Company will issue deliver to the Placement Agent (or its designee(s)designees) warrants exercisable for nominal considerationa period of five (5) years from the Closing Date, warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that a number of shares of Common Stock equaling equal to Ten Percent (10% %) of the number of shares of Common Stock (i) included in sold to the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at Markets Investors with an exercise price of $5.00 16.503906 ($1.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 share post-split) (“Broker Warrants”) (“Brokers’ Cash Fee” and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants “Broker Warrants” are sometimes referred to herein collectively as “Agent CompensationBrokers’ Fees”).” The Agent Warrants will be in such authorized denominations and will be registered in such names as (b) In the event the Company elects to commence a solicitation of exercise of Investor Warrants, the Company agrees to engage only the Placement Agent shall request in an instruction letter (and its sub dealers, to solicit the “Agent Warrant Instruction Letter”) exercise of the Investor Warrants from the Markets Investors or its sub dealers investors. The Company agrees to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants pay to the Placement Agent within ten a Brokers’ Cash Fee equal to Five Percent (105%) business days following the delivery of the Agent exercise price for each Investor Warrant Instruction Letterexercised by Markets Investors and its sub dealers investors in connection with a solicitation of exercise of warrants by the Company. (c) At each Closing (as defined in section 4I below), the Issuer will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the The Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, Brokers’ Fees if any person or entity contacted by the Placement Agent and provided in connection with a Memorandum the Offering, which person introduced to the Company prior to or during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom by the Placement Agent has discussions regarding a potential investment in the OfferingAgent, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) Company at any time prior to the earlier of the date that is twelve eighteen (1218) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that regardless of whether such Post-Closing Investor purchased the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offeringUnits. (ed) [Reserved] (f) Effective as To the extent there is more than one Closing, payment of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D proportional amount of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent Brokers’ Fees will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days made out of the receipt proceeds of subscriptions for the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash Units sold at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final each Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to 10% of the gross proceeds from the sale of the Units consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment RightsClosing. (b) As additional compensation, compensation at or within ten (10) business days following each Closing the Final Closing, the Issuer Company will issue to the Placement Agent (or its designee(s)) for nominal consideration, warrants (the “Agent Warrants;” the Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares” and the Agent Warrants and the Agent Warrant Shares are collectively referred to as the “Agent Securities”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of the number of shares of Common Stock (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 1.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any share and (ii) issuable upon exercise of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Warrants at an exercise price of $2.00 per share (the “Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement AgentWarrants”). The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction LetterCompany. (c) At each Closing (as defined in section 4I below)Closing, the Issuer Company will pay Aegis the Placement Agent a non-non- accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of IssuerNewco’s or OPCOMatinas’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer (i) In the event that (A) this Agreement is terminated prior to the First Closing (as defined below) or (B) following the First Closing and the Company completes a Subsequent Financing (as defined below) without engaging a placement agent or underwriter, then the Company shall also pay and issue to the Placement Agent Agent, the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this AgreementAgreement solely with respect to the Tail Investors (as defined below), if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 heretoMatinas) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer Company in such Subsequent Financing (other than through open market purchases or securities purchased in any underwritten public offeringpurchases) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve eighteen (1218) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail PeriodDate. The names of potential Tail Investors shall be provided in writing by the Placement Agent to the Issuer upon written request Company within 10 ten (10) days following the Termination Date or the Final Closing, as the case may be Closing (the “Tail Investor List”); provided, that ) and the failure to deliver such Tail Investor List shall include persons or entities that actually received a copy nullify this Section 3(d). It is hereby agreed that, if the First Closing occurs, the written lists of investors utilized to effect each Closing shall, in the Memorandumaggregate, constitute the Tail Investor List. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, however that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Cash Fee”) to the Placement Agent at each Closing equal to Ten Percent (10% %) of the gross proceeds from the sale sales price of the Units consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (isecurities purchased by those Investor(s) the exchange for Units of Convertible Notes issued directly introduced to the holders before November 7, 2016 and Perceptive Advisors Company by Markets (collectively“Markets Clients”). Additionally, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent Company will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rights. (b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer will issue deliver to the Placement Agent warrants exercisable for a period of five (or its designee(s)5) for nominal considerationyears from the Closing Date, warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that a number of shares of Common Stock equaling Ten Percent (10% %) of the number of shares of Common Stock (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying to the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at Markets Clients with an exercise price per share of $5.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five 0.25 (5“Broker Warrants) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The (“Agent Cash Fee Fee” and Agent Warrants “Broker Warrants” are sometimes referred to herein collectively as “Agent CompensationBrokers’ Fees”).” (b) The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent Company shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants also pay to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below), the Issuer will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuerbroker’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, fee if any person or entity contacted by the Placement Agent and provided in connection with a Memorandum the Offering, which person had not been introduced to the Company or Rackwise prior to or during the Offering Period (by someone other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment Agent, and which person is named on the List (as defined in the Offeringsub-section (c) below), invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) Company at any time prior to the earlier of the date that is twelve twenty four (1224) months after the Termination Date or the Final Closing (“Tail Period”)Closing, whichever is applicable; provided, however, that the Tail Period shall terminate immediately regardless of whether such Post-Closing Investor purchased Units in the Offering. Any such broker’s fee payable pursuant to this Section 3(b) will be based on the fee structure in place for broker-dealers participating in the applicable offering. In the event that Axxx X. Xxxxx is there are no longer employed participating broker-dealers, the broker’s fee payable pursuant to this Section 3(b) will be based on a fee arrangement negotiated between Placement Agent and the Company. (c) The Placement Agent will provide a list of names only of persons contacted by the Placement Agent at any time during in connection with the Tail PeriodOffering. The names of Tail Investors shall This list will be provided within two (2) days of the final Closing of the Offering in writing a sealed envelope (“List”) to the Escrow Agent. This List will be maintained by the Placement Escrow Agent as per the terms of the Amendment 1 to the Issuer upon written request within 10 days following Escrow Agreement. If the Termination Date or tail period elapses without any claims, then the Final Closing, as the case may envelope will be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary returned to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offeringseal unbroken. (ed) [Reserved] (f) Effective as To the extent there is more than one Closing, payment of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D proportional amount of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent Brokers’ Fees will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days made out of the receipt proceeds of subscriptions for the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash Units sold at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final each Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I 4(e) below) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to 10% of the gross proceeds from the sale of the Units Shares consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment RightsClosing. (b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer Company will issue to the Placement Agent (or its designee(s)) for nominal consideration, five-year warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that such number of shares of Common the Company’s Series C Preferred Stock equaling as is equal to 10% of the number of shares of Common Series C Preferred Stock (i) included sold in the Units sold or exchanged at all closings Offering (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units particular series sold or exchanged at all Closings (as defined beloweach Closing) (excluding all Units exchanged for Old Notes), at an exercise price of equal to $5.00 1,000 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of share (the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.”). The Agent Warrants will be exercisable on a “cashless” basis and for the five year period following issuance. The dividends on the Series C Preferred shall commence to accrue to the holder upon issuance of the Agent Warrants and shall continue to accrue as long as such warrants or underlying Series C Preferred is held, and subject to payment upon conversion events as set forth in the Series C Preferred. The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer Company promptly following the Final Closing and the Issuer Company shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below)Closing, the Issuer Company will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale aggregate purchase price of the Units consummated Shares sold at such Closing (the “Agent Expense Allowance”), provided that the . The Agent Expense Allowance payable at the First Closing shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and $25,000 advance paid to Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to previously (the exchange for Units of the Convertible Notes“Legal Advance”). The Placement Agent will not bear any of IssuerCompany’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including all of its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer Company shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer Company (other than through open or public market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units Shares in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve six (126) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer Company upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder shareholder communications by the Company to its stockholdersshareholders, including those Tail Investors that are stockholders shareholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) right of first refusal with respect to an offering pursuant to the provisions of Section 3(f)3(e) below, the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of upon the First Closing, the Issuer Company hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve six (126) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead or co-placement agent for any proposed private placement pursuant to Regulation D of the IssuerCompany’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly ) that is proposed to investors without be consummated with the assistance of a registered broker-broker dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer Company determines to pursue such a private placement financing pursuant to Regulation D during the ROFR Term in which and wishes to engage a third party placement agent will be engagedto assist in connection with such offering, the Issuer Company shall promptly provide Aegis the Placement Agent with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis the Placement Agent does not accept in writing such offer to act as lead or co-placement agent with respect to such private placement offering upon the terms proposed, then the Issuer Company shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent or underwriter are not materially less favorable to the Issuer Company than the terms included in the Notice. AegisThe Placement Agent’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement offering during the ROFR Term. Each of OPCO The Company represents and the Issuer represent and warrant warrants that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the IssuerCompany’s securities to which Aegis’s ’ preferential rights shall apply. (gf) At Upon the First Closing, the Issuer and the Placement Agent shall Company will enter into a two-year non-exclusive Finder’s Fee Agreement financial advisory agreement with Placement Agent (the “Finder’s FA Agreement”)) for the purpose of providing advice and making introductions related to mergers, which will provide thatacquisitions, during the three joint ventures, licensing agreements, and business development opportunities from potential corporate strategic partners (3) year period following the later any of the Termination Date or the First Closingforegoing , a “Transaction”). Pursuant to this FA Agreement, if the Company or any of its affiliates shall enter enters into any of the transactions enumerated in the Finder’s Agreement such Transactions with a party (or affiliate of such transactions to include business combinations, joint ventures, license agreements and related transactionsparty) with any party that was introduced to it by Placement Agent during the term of such agreement or within six (6) months thereafter, the Company by the Placement Agent, then the Company shall will pay or cause to be paid to the Placement Agent Aegis a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal a Transaction not to exceed 5% of the first $1 million of consideration paid by or in a Transaction to be specified in the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions)FA Agreement. (hg) The For introductory and other services provided by SternAegis in connection with the Merger described in the S-4 Registration Statement (as defined below), the Company hereby grants shall issue to SternAegis and its designees, at the Placement Agent the right to appoint one (1) member closing of the Company’s board of directors (Merger, the “Aegis Director”) effective Success Fee Shares as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO defined in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third partyS-4 Registration Statement.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee (the “Placement Agent Cash Fee”) to the Placement Agent at each Closing (as defined in Section 4(e) below) equal to 10% of the each Closing’s gross proceeds from the any sale of the Units consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Bridge Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 heretoOffering. The Placement Agent will also receive the right for designees of Cash Fee shall be paid to the Placement Agent to receive payments in cash by wire transfer from the Issuer aggregating 10% escrow account established for the Offering, and as a condition to closing, simultaneous with the distribution of the amount of payments paid funds to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment RightsCompany. (b) As additional compensationSubject to the closing of a Qualified Offering or Non-Qualified Offering, as such terms are defined in the Subscription Agreement, at the initial closing of a Qualified Offering or within ten (10) business days following on September 1, 2016 in the Final Closingcase of a Non-Qualified Offering, the Issuer Company will issue deliver to the Placement Agent (or its designee(sdesignees)) for nominal consideration, warrants (the “Placement Agent Warrants”) exercisable for a period of ten (10) years to purchase shares of the Common Stock (equal, in the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred aggregate, to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of the number of shares of Common Stock (i) included Repayment Shares into which Bridge Notes sold in the Units sold Offering are issued at maturity upon a Qualified Offering or exchanged at all closings (excluding all Units exchanged for Old Notes)Non-Qualified Offering, and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes)applicable, at with an exercise price per share equal to the price per share at which payments in shares are made to subscribers in the Offering or, in the event of $5.00 per share. There will be no a Warrant Solicitation constituting an Equity or Equity Equivalent Offering which involves a Warrant Restructuring, the exercise price of the Placement Agent Warrants issued with respect to any Units purchased by any of will reflect the investors set forth on Schedule B1 and B2 hereto; Average Exercise Price, provided, however, that if the Bridge Notes are repaid in cash in full prior to the closing of a Qualified Offering or Non-Qualified Offering, under circumstances where payment in cash is permitted under the Subscription Documents, the Placement Agent shall not be entitled to any Placement Agent Warrants hereunder. To the extent permitted by applicable laws, all Placement Agent Warrants shall be issued in connection with permit unencumbered transfer to the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer Placement Agent’s employees and affiliates and the Placement Agent Warrants may be issued directly to the Placement Agent’s employees and affiliates at the Placement Agent’s request. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Placement Agent Cash Fee and the Placement Agent Warrants are sometimes referred to herein collectively as the “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent Fees”. Registration rights shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants apply to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction LetterShares. (c) At each Closing (as defined in section 4I below)To the extent there is more than one Closing, payment of the Issuer proportional amount of the Placement Agent Cash Fees will pay Aegis a non-accountable expense allowance equal to 3% be made out of the gross proceeds from the any sale of the Units consummated Bridge Notes sold at such Closing each Closing. All cash compensation and Placement Agent Warrants (the “Agent Expense Allowance”), provided that the Agent Expense Allowance if and when issued) under this Agreement shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed paid directly by the Company to and Aegis as set forth on Schedules B1 and B2 hereto in the name provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced Company by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this AgreementIf, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve (12) within 12 months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for Company completes a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity financing or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis similar transaction with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement AgentAgent in connection with this Offering (a “Fee Tail Party”), then the Placement Agent shall be entitled to receive a cash commission from the Company shall pay in an amount equal to 10% of the gross amount of the financing transaction with the Fee Tail Party, and if such financing transaction involves the issuance to the Fee Tail Party of equity securities or cause securities exercisable ,convertible or exchangeable for equity securities, a ten-year warrant to purchase the equivalent of 10% of the equity securities issued or issuable to the Fee Tail Party at the price per share paid or to be paid by the Fee Tail Party. Fee Tail Parties will include those current Company shareholders introduced to the Company by Intuitive Venture Partners, LLC (“Intuitive”) or the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of ’s July 2014 private placement offering and any consideration paid by or new persons introduced to the Company in excess of $7 millionby Intuitive or the Placement Agent with respect to this Offering, and will expressly exclude any Company shareholder who invested prior to the July 31, 2014 private placement offering; provided, however, that such new persons shall not include any institutional investors unless such institutions also invested in the Company’s July 2014 private placement offering. Notwithstanding anything herein to the contrary, the Placement Agent will not agrees that any Placement Agent Warrants shall only be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior issued at such time and to the date of extent that such issuance would not trigger an anti-dilution adjustment under the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party warrants issued in connection with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as July 2014 private placement offering. The Company acknowledges that some of the First Closing members of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, Intuitive are registered representatives registered with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable and may receive selling commissions and warrants pursuant to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.terms of this Agreement

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Brokers’ Cash Fee”) to the Placement Agent at each Closing, and as a condition to Closing, equal to Ten Percent (10% %) of the gross proceeds from the sale sales price of the Units consummated at such Closing (subject purchased by those investor(s) directly introduced to reduction at the sole discretion of Company by the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors Agent or a Sub-Agent (collectively, the “Old NotesMarkets Investors”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto). The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rights. (b) As additional compensation, at or within ten (10) business days following the Final ClosingIn addition, the Issuer Company will issue deliver to the Placement Agent (or its designee(s)designees) warrants exercisable for nominal considerationa period of five (5) years from the initial Closing of the Offering, warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that a number of shares of Common Stock equaling equal to Ten Percent (10% %) of the number of shares of Common Stock (i) included in sold to the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at Markets Investors with an exercise price of $5.00 1.00 per shareshare (the “Broker Warrants” and together with the Brokers’ Cash Fee, are sometimes referred to collectively as “Brokers’ Fees”). There Any Sub- Agent of the Placement Agent that introduces investors to the Company will be no Agent entitled to share in the Brokers’ Cash Fee and Broker Warrants attributable to those investors, pursuant to the terms of the Sub Dealer Agreement. (b) Notwithstanding anything to the contrary contained in Section 3(a), the Brokers’ Cash Fee in respect of the funds invested in the Units by any of Lockheed Mxxxxx, Chickasaw Nation Industries, NIF or Sxxxx Xxxxxxxx (the “Named Investors”), shall be reduced to Two Percent (2%) of the gross sales price of the Units purchased by the Named Investors. In addition, notwithstanding anything to the contrary contained in Section 3(a), the Broker Warrants issued with in respect to any of funds invested in the Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants Named Investors shall be exercisable until the date that is for a period of five (5) years after from the First Closing, shall contain immediate cashless exercise provisions initial Closing of the Offering and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred exercisable to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter purchase a number of shares of Common Stock equaling Two Percent (the “Agent Warrant Instruction Letter”2%) to be delivered sold to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction LetterNamed Investors. (c) At each Closing (as defined in section 4I below), The Company shall also pay to the Issuer will pay Aegis Placement Agent a non-accountable expense allowance Brokers’ Cash Fee equal to 3% Five Percent (5%) of the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made exercise price for each Investor Warrant exercised by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses Markets Investors in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced a solicitation of exercise of warrants by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the OfferingCompany. (d) The Issuer Company shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, Brokers’ Fees if any person or entity contacted by the Placement Agent and provided or a Sub-Agent in connection with a Memorandum the Offering, which person was introduced to the Company prior to or during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom by the Placement Agent has discussions regarding or a potential investment in the OfferingSub-Agent, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) Company at any time prior to the earlier of the date that is twelve eighteen (1218) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that regardless of whether such Post-Closing Investor purchased the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Units. The Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent will provide a sealed envelope to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received Company’s counsel identified herein with a copy list of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained investors contacted in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered connection with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, Offering within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall applyTermination Date. (ge) At the First Closing, the Issuer and the The Placement Agent shall enter into not receive a non-exclusive Finder’s Brokers’ Cash Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later or Broker Warrants in respect of Units or Common Stock issued upon conversion of the Termination Date Bridge Notes or the First Closing, if the Company or any of its affiliates shall enter into any exercise of the transactions enumerated Bridge Warrants (except as provided for in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactionsSection 3(c) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussionsabove). (hf) The Company hereby grants To the Placement Agent the right to appoint extent there is more than one (1) member Closing, payment of the Company’s board of directors (the “Aegis Director”) effective as proportional amount of the First Closing Brokers’ Fees will be made out of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by proceeds of subscriptions for the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Units sold at each Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay a cash fee (the "Placement Agent Cash Fee") to the Placement Agent at each Closing (as defined in Section 4I 4(e) below) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to 10% of the each Closing's gross proceeds from the any sale of Bridge Notes in the Units consummated at such Closing (subject Offering to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued investors introduced to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which Company by the Placement Agent was previously paid a cash commission and Eight Percent (ii8%) investments of each Closing's gross proceeds from any sale of Bridge Notes in the Offering made to investors introduced by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 heretothe Company or its Representatives. The Placement Agent will also receive the right for designees of Cash Fee shall be paid to the Placement Agent to receive payments in cash by wire transfer from the Issuer aggregating 10% escrow account established for the Offering, and as a condition to closing, simultaneous with the distribution of the amount of payments paid funds to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment RightsCompany. (b) As additional compensationAlso, at or within ten (10) business days following the Final each Closing, the Issuer Company will issue deliver to the Placement Agent (or its designee(sdesignees)) for nominal consideration, warrants exercisable for a period of five (the “Agent Warrants”5) years to purchase shares of the Company's Common Stock (equal, in the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred aggregate, to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of the number of shares of Common Stock (i) included Unit Shares into which the Bridge Notes sold in the Units sold or exchanged at all closings Offering to investors introduced to the Offering by the Placement Agent and Eight Percent (excluding all Units exchanged for Old Notes), and (ii8%) underlying the Preferred Shares included of each Closing's gross proceeds from any sale of Bridge Notes in the Units sold Offering to investors introduced by the Company or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes)its Representatives are converted upon a Mandatory Conversion, at with an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect share equal to any Units purchased by any the exercise price of the Unit Warrant Shares issued to the investors set forth on Schedule B1 and B2 hereto; providedupon a Mandatory Conversion ("Placement Agent Warrants"). To the extent permitted by applicable laws, however, that Agent Warrants all warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed permit unencumbered transfer to by the Issuer and the Placement Agent's employees and affiliates and the warrants may be issued directly to the Placement Agent's employees and affiliates at the Placement Agent's request. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Placement Agent Cash Fee and the Placement Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the "Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction LetterFees"). (c) At each Closing (as defined in section 4I below)To the extent there is more than one Closing, payment of the Issuer proportional amount of the Placement Agent Cash Fees will pay Aegis a non-accountable expense allowance equal to 3% be made out of the gross proceeds from the any sale of the Units consummated Bridge Notes sold at such each Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) corresponding number of this Agreement, if any person or entity contacted by the Placement Agent Warrants. All cash compensation and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors warrants under this Agreement shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications paid directly by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; name provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the OfferingAs compensation for its services under this Agreement, at each Closing, the Issuer Placement Agent will pay at each Closing receive (as defined in Section 4I belowi) a cash fee (the “Agent Cash FeeSelling Commissions”) to the Placement Agent equal to 10six percent (6%) of the gross proceeds of the Offering, (ii) a nonaccountable marketing allowance of 1% of the gross proceeds from the sale of the Units consummated at such Closing Offering to defray marketing expenses (subject to reduction at the sole discretion “Marketing Allowance”) and (iii) a management fee of 3% of the Placement Agent; providedgross proceeds of the Offering for providing certain services as lead placement agent (“Management Fee”). No cash compensation (whether in the form of commissions, however, that no cash commission allowances or fees) shall be paid with respect to (i) the exchange for Units sold to existing stockholders of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment RightsRedpoint. (b) As additional compensationcompensation hereunder, at or within ten (10) business days following the Final Closing, the Issuer will issue to the Placement Agent will be entitled (or its designee(s)i) for nominal considerationto reimbursement of all actual out-of-pocket expenses of the Placement Agent in connection with the Offering, warrants provided that the Company shall not be required to pay any single expense in excess of $5,000 that has not been pre-approved by Redpoint (the “Expense Reimbursement”), including up to $100,000 of actual out-of-pocket legal expenses incurred in connection with the Offering, which shall not be subject to pre-approval of Redpoint (the “Legal Expense Reimbursement”), the foregoing shall exclude any expenses necessary for Placement Agent Warrants”to remain in compliance with any applicable federal, state or NASD laws, rules or regulations in order to participate in the Offering as a broker-dealer and (ii) to receive a five-year warrant to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that a number of shares of Common Stock equaling equal to 10% of the number of shares of Common Stock (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings in the Offering (as defined belowexcepting Units sold to existing stockholders of Redpoint) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 2.70 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 share and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors substantially in the Offering form attached hereto as agreed to by Exhibit B (“Placement Agent Warrant”). At the Issuer and option of the Placement Agent, the shares underlying the Placement Agent Warrant shall have the same registration rights as those afforded to investors in the Offering. The Agent’s Warrants In addition, the Placement Agent Warrant shall be exercisable until consistent with the date that is five Warrant issued to investors but shall: (5i) years after be transferable to officers and directors of Placement Agent and (ii) permit exercise on a cashless basis. In the First Closingevent the Offering does not close for any reason, shall contain immediate cashless exercise provisions and Redpoint shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred obligated to herein collectively as “Agent Compensation.” The Agent Warrants will be pay legal expenses in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery excess of the Agent Warrant Instruction Letter$50,000. (c) At each Closing (as defined in section 4I below), the Issuer will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the The Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer shall also pay and issue to the Placement Agent the Selling Commissions, Marketing Allowance, Management Fee, Expense Reimbursement and Placement Agent Compensation calculated according Warrants with respect to, and based on, any private investment (other than on the open market) by any party who was not an officer, director, affiliate or shareholder prior to the percentages set forth Engagement Period (as defined in Sections 3(athe Engagement Letter between Redpoint and the Placement Agent) and (b) of this Agreement, if any person or entity contacted who was introduced to the Company by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, who invests in the Issuer Company (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail InvestorsPost Closing Investor”) at any time prior to the earlier of the date that is twelve six (126) months after the later to occur of the Termination Date or the Final Closing (“Tail Period”as hereinafter defined). In that regard, whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names shall provide a written list of Tail Investors shall be provided in writing by the Placement Agent all investors that it introduced to the Issuer upon written request Company within 10 business days following of the later to occur of the Termination Date or the Final Closing. (d) To the extent there is more than one Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy payment of the Memorandum. The Company acknowledges proportional amount of the Selling Commissions, Marketing Allowance, Management Fee and agrees that Expense Reimbursement, will be made out of the Tail Investor List is proprietary to proceeds of subscriptions for the Shares sold at each Closing and Placement Agent, Agent Warrants shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offeringissued at each Closing. (e) [Reserved] (fPlacement Agent agrees and understands that the compensation set forth in Sections 3(a) Effective as and 3(b)(ii) is conditioned upon the sale of the First ClosingMinimum Amount and the satisfaction of the other conditions precedent to the Initial Closing set forth herein and in the Memorandum by the end of the Offering Period and acceptance of said sales by the Company and that the failure to sell the Minimum Amount or to satisfy such conditions precedent by the end of the Offering Period shall relieve the Company and any other party of any obligation to pay Placement Agent any such compensation, except as otherwise set forth in Section 11 hereto. No such compensation shall be payable with respect to any subscriptions for Shares that are rejected by the Issuer hereby grants Company and no such compensation shall be payable to Aegis, subject Placement Agent with respect to Axxx X. Xxxxx’x continued employment by Aegis during any sale of Shares unless and until such time as the ROFR Term proceeds thereof are received from the Escrow Account (as hereinafter defined). (f) The Company shall distribute the Placement Agent compensation as follows: —Selling Commissions: As directed pursuant to joint written instructions signed by each Placement Agent and delivered at least 12 hours prior to a Closing. —Management Fee: As directed pursuant to joint written instructions signed by each Placement Agent and delivered at least 12 hours prior to a Closing. —Marketing Fee: As directed pursuant to joint written instructions signed by each Placement Agent and delivered at least 12 hours prior to a Closing. —Placement Agent Warrant: As directed pursuant to joint written instructions signed by each Placement Agent and delivered at least 12 hours prior to a Closing. (g) Effective with the Initial Closing, the Placement Agent shall have a right of first refusal (“Right of First Refusal”) to act as co-lead placement agent on any subsequent private placement of the Company’s securities or as co-lead managing underwriter on any subsequent public offering of the Company’s securities (or the Company shall use commercial reasonable efforts to have Placement Agent selected as co-managing underwriter with a “major bracket” underwriter (as such term is commonly understood in the investment banking community) reasonably acceptable to the Company) for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR TermInitial Closing. In that regard, it is understood that if any such financing is offered to the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engagedPlacement Agent, the Issuer Placement Agent shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within have ten (10) business days of the receipt of the Notice, Aegis does in which to determine whether or not to accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposedand, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and if the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement refuses, and provided that such financing is consummated (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactionsa) with any party introduced to another placement agent or underwriter upon substantially the Company by the Placement Agent, then the Company shall pay or cause to be paid same terms and conditions as those offered to the Placement Agent a cash finder’s fee and (b) within six (6) months after the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% end of the aforesaid ten (10) day period, this right of first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 millionrefusal shall thereafter be forfeited and terminated; provided, however, that if the Placement Agent will financing is not be entitled to a finder’s fee entered into with any party with whom consummated under the Company had a pre-existing relationship prior to the date conditions of the specific introduction clauses (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). a) and (hb) The Company hereby grants the Placement Agent above, then the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director first refusal shall once again be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) reinstated under the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors terms and officers of the Company, and (ii) cash and equity compensation conditions set forth in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision this paragraph but shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall be extended past the Placement Agent contact any first anniversary of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third partyInitial Closing.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Cash Fee”) to the Placement Agent at each Closing equal to up to Ten Percent (10% %) of the gross proceeds from the sale sales price of the Units consummated purchased by those investor(s) introduced to the Company at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectivelyClosing.. Additionally, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent Company will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rights. (b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer will issue deliver to the Placement Agent redeemable warrants exercisable for a period of five (or its designee(s)5) for nominal considerationyears from the Closing Date, warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that a number of shares of Common Stock equaling up to Ten Percent (10% %) of the number of shares of Common Stock (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10investor(s) business days following the delivery of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below), the Issuer will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Broker Warrants), as applicable (“Agent Expense AllowanceCash Fee” and the “Broker Warrants” are referred to collectively as “Brokers’ Fees”), provided that the Agent Expense Allowance . The Broker Warrants shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect identical to the exchange for Units Investor Warrants in all material respects, except that (i) the resale of the Convertible Notes. The Placement Agent Common Stock underlying Broker Warrants will not bear any be covered by a registration statement and (ii) the Broker Warrants will have an exercise price of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering0.20 per share. (db) The Issuer Company shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, a broker’s fee if any person or entity contacted by the Placement Agent and provided in connection with a Memorandum the Offering, which person had not been introduced to the Company prior to or during the Offering Period (by someone other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the OfferingAgent, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) Company at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later earlier of the Termination Date or the First Closingfinal Closing Date, if the Company or any regardless of its affiliates shall enter into any of the transactions enumerated whether such person purchased Units in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall Any such broker’s fee payable pursuant to this Section 3(b) will be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other nonfee structure in place for broker-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO dealers participating in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agentapplicable offering. In the event any investor there are no participating broker-dealers, the broker’s fee payable pursuant to this Section 3(b) will be based on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the a fee arrangement negotiated between Placement Agent hereunder shall and the Company. (c) To the extent there is more than one Closing, payment of the proportional amount of the Brokers’ Fees will be reduced by any payment paid by OPCO or made out of the Company to such third partyproceeds of subscriptions for the Units sold at each Closing.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay to the Placement Agent at each Closing (as defined in Section 4I belowi) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to ten percent (10%) of the gross proceeds from the sale of the Units consummated at such Closing, provided, that the Agent Cash Fee shall be three percent (3%) for Units sold to current investors of the Company, and (ii) a non-accountable expense allowance equal to 2% of the gross proceeds from the sale of the Units consummated at such Closing up to a maximum aggregate amount of $100,000 for all Closings (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old NotesAgent Expense Allowance”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto). The Placement Agent will also receive the right for designees not bear any of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold Company’s legal, accounting, printing or other expenses in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rightsconnection with any transaction contemplated hereby. (b) As additional compensation, at or within ten (10) business days following the Final Closing, Closing the Issuer Company will issue to the Placement Agent (or its designee(s)) for nominal consideration, warrants to purchase securities of the Company as described in the Memorandum (the “Agent Warrants”) to purchase shares of Common Stock (” the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of the number of shares of Common Stock (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter). (c) At each Closing (as defined in section 4I below), the Issuer will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the The Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer shall also pay and issue to the Placement Agent the Agent’s Cash Fee and Agent Compensation Warrants if, during a period of twelve (12) months following the earlier of the Final Closing of the Offering or the Termination Date (the “Tail Period”) any party contacted by the Placement Agent as a potential subscriber in the Offering during the Offering Period, or affiliate of such party (an “Aegis Investor”), purchases newly issued securities from the Company in an offering not registered under the Act. Within five (5) Business Days following the end of the Offering Period, the Placement Agent will deliver to the Company a list of Aegis Investors which list shall be final and binding on the parties unless the Company shall reasonably object to such list within two (2) Business Days of its receipt of such list. In the event of any dispute, the parties shall use their respective good faith efforts to resolve such dispute as promptly as practicable. The Agent’s Cash Fee and Agent Warrants will be calculated according to the percentages set forth in Sections 3(a) and (b) respectively, of this Agreement, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors amount of the Company. This provision shall terminate two years from the Final Closingany such investment. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Cash Fee”) to the Placement Agent at each Closing equal to Ten Percent (10% %) of the gross proceeds from the sale sales price of the Units consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (isecurities purchased by those Investor(s) the exchange for Units of Convertible Notes issued directly introduced to the holders before November 7, 2016 and Perceptive Advisors Company by Markets (collectively“Markets Clients”). Additionally, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent Company will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rights. (b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer will issue deliver to the Placement Agent warrants exercisable for a period of five (or its designee(s)5) for nominal considerationyears from the Closing Date, warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that a number of shares of Common Stock equaling Ten Percent (10% %) of the number of shares of Common Stock (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying to the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at Markets Clients with an exercise price per share of $5.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five 0.375 (5“Broker Warrants) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The (“Agent Cash Fee Fee” and Agent Warrants “Broker Warrants” are sometimes referred to herein collectively as “Agent CompensationBrokers’ Fees”).” (b) The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent Company shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants also pay to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below), the Issuer will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuerbroker’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, fee if any person or entity contacted by the Placement Agent and provided in connection with a Memorandum the Offering, which person had not been introduced to the Company prior to or during the Offering Period (by someone other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment Agent, and which person is named on the List (as defined in the Offeringsub-section (c) below), invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) Company at any time prior to the earlier of the date that is twelve twenty four (1224) months after the Termination Date or the Final Closing (“Tail Period”)Closing, whichever is applicable; provided, however, that the Tail Period shall terminate immediately regardless of whether such Post-Closing Investor purchased Units in the Offering. Any such broker’s fee payable pursuant to this Section 3(b) will be based on the fee structure in place for broker-dealers participating in the applicable offering. In the event that Axxx X. Xxxxx is there are no longer employed participating broker-dealers, the broker’s fee payable pursuant to this Section 3(b) will be based on a fee arrangement negotiated between Placement Agent and the Company. (c) The Placement Agent will provide a list of names only of persons contacted by the Placement Agent at any time during in connection with the Tail PeriodOffering. The names of Tail Investors shall This list will be provided within five (5) days of the final Closing of the Offering in writing a sealed envelope (“List”) to the Escrow Agent. This List will be maintained by the Placement Escrow Agent to as per the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy terms of the MemorandumEscrow Agreement and any amendments thereto. The Company acknowledges and agrees that If the Tail Investor List is proprietary tail period elapses without any claims, then the envelope will be returned to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offeringseal unbroken. (ed) [Reserved] (f) Effective as To the extent there is more than one Closing, payment of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D proportional amount of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent Brokers’ Fees will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days made out of the receipt proceeds of subscriptions for the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash Units sold at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final each Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Broker Cash Fee”) to the Placement Agent at each Closing equal to 10% of the each Closing’s gross proceeds from the any sale of Securities in the Units consummated at such Closing (subject Offering to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued investors introduced to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which Company by the Placement Agent was previously paid a cash commission and (ii) investments in during the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 heretoTerm. The Placement Agent will also shall not be entitled to receive a Broker Cash Fee for gross proceeds raised in the right for designees of Offering from other investors, including, but not limited to, institutional investors, investors included on the PTI investor list attached hereto as Exhibit 1 (which list may be updated in writing from time to time during the Term with additional investors), investors converting debt into equity, unless negotiated by the Placement Agent to receive payments from and the Issuer aggregating 10% of the amount of payments Company and in writing. The Broker Cash Fee shall be paid to the holders of Placement Agent in cash by wire transfer from the Preferred Shares sold in this Offering escrow account established for the Offering, and as a result condition to closing, simultaneous with the distribution of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made funds to the holders of the Royalty Payment RightsCompany. (b) As additional compensationAlso, at or within ten (10) business days following the Final each Closing, the Issuer Company will issue deliver to the Placement Agent (or its designee(sdesignees)) for nominal consideration, warrants exercisable for a period of five (5) years in the “Agent Warrants”) form of Attachment I to purchase shares of Common the Company’s Preferred Stock (equal, in the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred aggregate, to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of the number of shares of Common Preferred Stock (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below), the Issuer will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then which warrants shall have an exercise price equal to $1.25 per share of Preferred Stock (“Brokers Warrants”). The Placement Agent shall not be entitled to receive the Broker Warrants for gross proceeds raised in the Offering from other investors, including, but not limited to, institutional investors, investors included on the PTI investor list attached hereto (which list may be updated in writing from time to time during the Term with additional investors), investors converting debt into equity, unless negotiated by the Placement Agent and the Company and put in writing. To the extent permitted by applicable laws, all warrants shall pay or cause permit unencumbered transfer to the Placement Agent’s employees and affiliates and the warrants may be paid issued directly to the Placement Agent’s employees and affiliates at the Placement Agent’s request. The Broker Cash Fee and the Broker Warrants are sometimes referred to collectively as the “Brokers Fees”). (c) To the extent there is more than one Closing, payment of the proportional amount of the Broker Cash Fees will be made out of the gross proceeds from any sale of Securities sold at each Closing and the Company will issue to the Placement Agent a the corresponding number of Brokers Warrants. All cash finder’s fee (compensation and warrants under this Agreement shall be paid directly by the “Finder’s Fee”) payable Company to and in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or name provided to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final ClosingAgent. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I 4(e) below) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to 10% of the gross cash proceeds from the sale of the Units Shares consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment RightsClosing. (b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer Company will issue to the Placement Agent (or its designee(s)) for nominal consideration, a five-year warrants (the “Agent Warrants”) to purchase such number of shares of Common Stock (the Company’s common stock as is equal to 14.5% of the shares of Common Stock initially issuable upon exercise conversion of the Agent Warrants are hereinafter referred to as Shares sold at the Closing (the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of the number of shares of Common Stock (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect equal to any Units purchased by any the Conversion Price of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be Shares issued in connection with at such closing (the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.”). The Agent Warrants will be exercisable on a “cashless” basis and for the five-year period following issuance and shall be afforded comparable price protections as the Shares. The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer Company promptly following the Final Closing and the Issuer Company shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below)Closing, the Issuer Company will pay Aegis a non-accountable expense allowance equal to 32% of the gross proceeds from the sale aggregate purchase price of the Units consummated Shares sold at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuerthe Company’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including all its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer shall also pay and issue Reference is made to Section 3(f) of the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agency Agreement, if any person or entity contacted dated October 12, 2022, by and between the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders Company. Subject to the terms and conditions contained therein, the Company confirms the minimum sales requirement of OPCO $10,000,000 in such provision has been satisfied and the investors PA Director (as defined in such agreement) once identified by Xxxxx and communicated to the Company will, so long as such PA Director meets the requirements set forth therein, be nominated to serve on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective Board of whether such potential investor purchased Units in the Offering (the “Tail Investors”) at any time prior to the earlier Directors of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by reflected in the Company without proxy statement for the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders 2024 Annual Meeting of Shareholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I 4(e) below) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to 10% of the gross cash proceeds from the sale of the Units Shares consummated at such Closing (subject to reduction at Closing. For the sole discretion avoidance of doubt, the consummation of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units sale of Convertible Notes issued Shares pursuant to the holders before November 7, 2016 and Perceptive Advisors (collectively, the Additional Investment Rights will be considered a “Old Notes”) and any Convertible Notes Closing” for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders purposes of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees payment of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment RightsCash Fee. (b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer Company will issue to the Placement Agent (or its designee(s)) for nominal consideration, a five-year warrants (the “Agent Warrants”) to purchase such number of shares of Common Stock (the Company’s common stock as is equal to 14.5% of the shares of Common Stock initially issuable upon exercise conversion of the Agent Warrants are hereinafter referred Shares sold at the Closing and pursuant to the Shares issued pursuant to the Additional Investment Rights as described in the Offering Materials (the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of the number of shares of Common Stock (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect equal to any Units purchased by any the Conversion Price of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be Shares issued in connection with at such closing or the Units purchased by Perceptive Advisors in time of purchase of shares pursuant to the Offering as agreed to by Additional Investment Right (the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.”). The Agent Warrants will be exercisable on a “cashless” basis and for the five-year period following issuance and shall be afforded comparable price protections as the Shares. The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer Company promptly following the Final Closing and the Issuer Company shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. For the avoidance of doubt, the consummation of the sale of Shares pursuant to the Additional Investment Rights will be considered a “Closing” for purposes of payment of the Agent Warrants. (c) At each Closing (as defined in section 4I below)Closing, the Issuer Company will pay Aegis a non-accountable expense allowance equal to 32% of the gross proceeds from the sale aggregate purchase price of the Units consummated Shares sold at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuerthe Company’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including all its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer Company shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity (i) contacted by the Placement Agent and provided with a Memorandum Offering Materials during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the OfferingOffering or (ii) who was previously introduced to the Company in connection with prior securities offerings of the Company and who purchased securities in such prior offerings, invests in the Issuer Company (other than through open or public market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units Shares in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer Company upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder shareholder communications by the Company to its stockholdersshareholders, including those Tail Investors that are stockholders shareholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) right of first refusal with respect to an offering pursuant to the provisions of Section 3(f)3(e) below, the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (fReference is made to Section 3(f) Effective as of the First ClosingPlacement Agency Agreement, the Issuer hereby grants to Aegisdated October 12, subject to Axxx X. Xxxxx’x continued employment 2022, by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by between the Placement Agent at any time during and the ROFR TermCompany. In that regard, it is understood that if Subject to the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engagedterms and conditions contained therein, the Issuer shall promptly provide Aegis with a written notice Company confirms the minimum sales requirement of $10,000,000 in such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO provision has been satisfied and the Issuer represent PA Director (as defined in such agreement) once identified by Aegis and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced communicated to the Company by will, so long as such PA Director meets the Placement Agentrequirements set forth therein, then be nominated to serve on the Board of Directors of the Company shall pay or cause to be paid to and reflected in the Placement Agent a cash finder’s fee (proxy statement for the “Finder’s Fee”) payable in cash at the closing 2024 Annual Meeting of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member Shareholders of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the OfferingThe Placement Agent shall be entitled, the Issuer will pay at on each Closing (Date, as defined in Section 4I below) a cash fee (the “Agent Cash Fee”) to the compensation for its services as Placement Agent under this Agreement, to selling commissions equal to 10% of the gross proceeds received by the Company from the sale of the Units consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission Units. All payments hereunder shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments effected at each Closing in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rightsimmediately available funds. (b) As additional In addition to the forgoing cash compensation, at or within ten (10) business days following the Final Closing, the Issuer will issue to the Placement Agent (or its designee(s)) for nominal consideration, will be entitled to receive placement agent warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that a number of shares of Common Stock equaling 10Shares in an amount equal to 8% of the number of shares of Common Stock (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at Offering and such Warrants shall have an exercise price of equal to $5.00 3.00 per shareshare (the “Agent Warrants”). There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that The Agent Warrants shall be issued on the same terms as the Investor Warrants and in connection the event that the Company shall not be in material compliance with its registration obligations set forth on Exhibit A of the Units purchased Subscription Agreement, there the Agent Warrants shall be exercisable on a “cashless exercise” basis on the same basis as available to investors. The shares of Common Stock underlying the Agent Warrants shall be included in the registration statement to be filed by Perceptive Advisors the Company on behalf of the Prospective Investors in the Offering as agreed 9 subject to cutback in the event that the SEC shall determine that Rule 415 promulgated under the Act is applicable and that the number of shares included in the registration statement so filed are required to be reduced. The Placement Agent shall have the right, at its option, to request that the Agent Warrants be issued in the names of its officers, employees and registered representatives. (c) The Placement Agent shall also be entitled to receive, during the term of the Warrants, a warrant solicitation fee (“Solicitation Fee”) equal to five percent (5%) of the exercise price of the Warrants, which fee shall be payable within five business days of receipt by the Issuer Company of the exercise price from a holder of the Warrants. The Solicitation Fee shall be payable in accordance with the applicable rules of FINRA and the form of warrants issuable to investors shall disclose shall include appropriate disclosure regarding the payment of the Solicitation Fee upon terms acceptable to the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and Company shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below), the Issuer will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain hire any other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone broker dealer firm other than the Placement Agent or a party to assist it in connection with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member solicitation of the Company’s board of directors (the “Aegis Director”) effective as exercise of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final ClosingWarrants. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Cash Fee”) to the Placement Agent at each Closing equal to Ten Percent (10% %) of the gross proceeds from the sale sales price of the Units consummated at such Closing securities purchased by those investor(s) directly introduced to the Company by Markets (subject “Markets Clients”). In addition, the Company will pay a cash fee equal to reduction at the sole discretion Five Percent (5%) of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (igross sales price of securities purchased by those Investor(s) referred by the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rights. (b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer will issue Company to the Placement Agent (or its designee(s)) for nominal consideration, warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant SharesReferral Clients”). The Additionally, the Company will deliver to the Placement Agent Warrants shall be warrants exercisable for that a period of three (3) years from the Closing Date, to purchase a number of shares of Common Stock equaling equal to Ten Percent (10% %) of the number of Units into which the Bridge Notes are converted of the Bridge Notes sold to Markets Clients, with an exercise price per share equal to the Exercise Price (as defined in the Bridge Warrants) (the “Broker Warrants); provided that if the Bridge Notes are not converted into Units per the terms of the Bridge Note (the “Note Conversion”), the Placement Agent shall receive the Broker Warrants to purchase an aggregate number of shares of the Company’s Common Stock equal to Ten Percent (10%) for the Markets Clients of the number of shares of the Company’s Common Stock into which the Notes are voluntary converted under Section 1.02 of the Bridge Notes (the “Voluntary Note Conversion”), with an exercise price per share equal to the Exercise Price (subject to automatic adjustments as provided therein); provided further that if the Note Conversion does not occur and (i) included in the Units sold Voluntary Note Conversion does not occur, the Placement Agent shall receive the Broker Warrants to purchase an aggregate number of shares of the Company’s Common Stock equal to Ten Percent (10%) of the number of Warrant Shares for the Markets Clients, or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying partial Voluntary Note Conversion occurs, the Preferred Placement Agent shall receive the Broker Warrants to purchase an aggregate number of shares of the Company’s Common Stock equal to Ten Percent (10%) for the Markets Clients of (A) of the number of shares of the Company’s Common Stock resulting from the Voluntary Note Conversion and (B) the number of Warrant Shares included in with respect to the Units sold or exchanged at remaining balance of the Bridge Notes not converted, all Closings (as defined below) (excluding all Units exchanged for Old Notes), at with an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect share equal to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering Exercise Price (subject to automatic adjustments as agreed to by the Issuer and the Placement Agentprovided therein). The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The “Agent Cash Fee Fee” and Agent Warrants “Broker Warrants” are sometimes referred to herein collectively as (“Agent CompensationBrokers’ Fees”).” (b) The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent Company shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants also pay to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below), the Issuer will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuerbroker’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, fee if any person or entity contacted by the Placement Agent and provided in connection with a Memorandum the Offering, which person had not been introduced to the Company prior to or during the Offering Period (by someone other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the OfferingAgent, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) Company at any time prior to the earlier of the date that is twelve twenty four (1224) months after the Termination Date or the Final Closing (“Tail Period”)Closing, whichever is applicable; provided, however, that the Tail Period shall terminate immediately regardless of whether such Post-Closing Investor purchased Bridge Units in the event that Axxx X. Xxxxx is no longer employed by Offering. Any such broker’s fee payable pursuant to this Section 3(b) will be based on the Placement Agent at any time during fee structure in place for broker-dealers participating in the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Companyapplicable offering. In the event there are no participating broker-dealers, the broker’s fee payable pursuant to this Section 3(b) will be based on a fee arrangement negotiated between Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offeringCompany. (ec) [Reserved] (f) Effective as To the extent there is more than one Closing, payment of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D proportional amount of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent Brokers’ Fees will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days made out of the receipt proceeds of subscriptions for the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash Bridge Units sold at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final each Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Brokers’ Cash Fee”) to the Placement Agent at each Closing, and as a condition to Closing, equal to Ten Percent (10% %) of the gross sales price of the Units purchased by those investor(s) directly introduced to the Company by the Placement Agent (“Katalyst Investors”). In addition, the Company will deliver to the Placement Agent (or its designees) warrants exercisable for a period of five (5) years from the Closing Date, to purchase a number of shares of Common Stock equal to Ten Percent (10%) of the number of shares of Common Stock sold to the Katalyst Investors with an exercise price of $1.00 per (“Broker Warrants”) (“Brokers’ Cash Fee” and “Broker Warrants” are sometimes referred to collectively as “Brokers’ Fees”). The Broker Warrants shall be included in the registration statements (on Form S-1) with the SEC covering the shares of Common Stock issuable upon the exercise of the Investor Warrants (“Registration Statement”). Notwithstanding anything to the contrary herein, neither the Placement Agent nor any other placement agent shall receive any Broker Warrants as compensation for any sales of the Units that result in the aggregate in gross sale proceeds in excess of Twenty Million Dollars ($20,000,000) in the aggregate. (b) The Company shall also pay to the Placement Agent a cash fee (“Subsequent Offering Fee”) on the amount that any person or entity contacted by the Placement Agent in connection with the Offering (each, a “Katalyst Introduced Investor”), invests in the Company at any time prior to the date that is eighteen (18) months after the Termination Date or the Final Closing, whichever is applicable, whether or not such Katalyst Introduced Investor invested in the Offering, provided, that such person was introduced to the Company by the Placement Agent prior to or during the Offering and was provided with a copy of the Private Placement Memorandum; and provided, further, that a Katalyst Introduced Investor shall not include (x) any investors who were investors in Enumeral prior to the Offering, (y) any employees, directors or officers of Enumeral, or (z) were introduced to the Company by employees, officers or directors of Enumeral (and who were not a client of the Placement Agent or its registered representatives prior to the Offering), whether or not they participate in the placement. The Subsequent Offering Fee shall be equal to (i) the highest percentage of amount raised paid to any placement agent affiliated with the offering, or (ii) 10 percent if no placement agents are engaged as part of such offering. (c) In addition, the Company agrees there are investors identified in the Attachment to this Agreement (the “Shared Investors”) for which the Placement Agent and EDI have agreed to share the Brokers’ Fees. The Company agrees to pay at the time of Closing and as a condition to the Closing, the Brokers’ Cash Fee equal to Five Percent (5%) of the gross proceeds from the sale of the Units consummated at such Closing (subject to reduction at the sole discretion purchased by any of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectivelyCompany Investors. In addition, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent Company will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rights. (b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer will issue deliver to the Placement Agent Broker Warrants exercisable for a period of five (or its designee(s)5) for nominal considerationyears from the initial Closing of the Offering, warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that a number of shares of Common Stock equaling 10% equal to Five Percent (5%) of the number of shares of Common Stock (i) included in sold to the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at Company Investors with an exercise price per share of $5.00 per share1.00. There will Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be no obligated to pay a fee greater than Ten Percent (10%) with respect to, or issue Broker Warrants in excess of Ten Percent (10%) of the number of shares of Common Stock sold to any investor, including, without limitation, any fees which are due to Persons other than the Placement Agent Warrants issued with respect to any Units purchased by any of such Investor and, if required, the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed fee payable hereunder to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) be proportionately reduced to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below), the Issuer will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided ensure that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will is not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offeringso obligated. (d) The Issuer To the extent there is more than one Closing, payment of the proportional amount of the Brokers’ Fees will be made out of the proceeds of subscriptions for the Units sold at each Closing to the Katalyst Investors and the Company shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) corresponding number of this Agreement, if any person or entity contacted by the Placement Agent Broker Warrants. All cash compensation and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors warrants under this Agreement shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications paid directly by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; name provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the OfferingAs compensation for its services under this Agreement, at each Closing, the Issuer Placement Agent will pay at each Closing receive, subject to the terms of the last sentence of this paragraph: (as defined in Section 4I belowi) a cash fee (the “Agent Cash FeeSelling Commissions”) to the Placement Agent equal to 10six percent (6%) of the gross proceeds of the Offering, (ii) a nonaccountable marketing allowance of 1% of the gross proceeds from the sale of the Units consummated at such Closing Offering to defray marketing expenses (subject to reduction at the sole discretion “Marketing Allowance”), and (iii) a management fee of 3% of the Placement Agent; provided, however, that no cash commission gross proceeds of the Offering for providing certain services as lead placement agent (“Management Fee”). With respect to investors who purchase Units through the conversion to equity of some or all of the indebtedness evidenced by their Bridge Notes or Mandatory Notes (which the Company shall be paid permitted to continue to sell through the date of the Initial Closing) or unsecured promissory notes issued by 20/20 Technologies, Inc., the Placement Agent will be entitled to a selling commission equal to 1% of the gross proceeds invested by such persons in the purchase of Units, and the Placement Agent shall be entitled to no other fees or compensation (including but not limited to Marketing Allowance, Management Fee or Placement Agent Warrants) with respect to (i) the exchange any such purchases of Units; for Units of Convertible Notes issued to the holders before November 7purposes hereof, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments all investors in the Offering made by (x) current shareholders of OPCOother than investors referenced in this sentence are collectively referred to as the “Offering New Investors.” In addition, (y) Perceptive Advisors and (z) certain other to the extent the Company sells Units to one or more offshore investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees independent of the Placement Agent to receive payments from and pays a fee in connection therewith comparable or less than the Issuer aggregating 10% of the amount of payments compensation that it would have paid to the holders of Placement Agent if it had made the Preferred Shares sold in this Offering as a result placement of such holders’ Royalty Payment RightsUnits, such payments to be made at the same time as payments are made to Company will pay the holders Placement Agent a reduced fee of the Royalty Payment Rightscash compensation of not less than 2%. (b) As additional compensationcompensation hereunder, at or within ten (10) business days following the Final Closing, the Issuer will issue to the Placement Agent will be entitled (or its designee(s)i) for nominal considerationto reimbursement of all reasonable, warrants actual out-of-pocket expenses, including, without limitation, the travel expenditures and expenses of counsel (inclusive of work performed in connection with the Offering and blue sky services and related fees) (the “Expense Reimbursement”); provided that no other expense for the Placement Agent shall be paid by the Company and provided further that any single or related series of non-legal expenses of Placement Agent involving $1,000 or more shall require the prior consent of the Company, which consent shall not be unreasonably withheld; (ii) to receive the $0.45 Warrant to purchase up to 5% of the shares of Series AA Preferred Stock underlying the Units sold in the Offering to Offering New Investors; and (iii) to receive the $0.65 Warrant to purchase up to 5% of the shares of Series AA Preferred Stock underlying the Units sold in the Offering to Offering New Investors substantially in the form of the corresponding warrants to be issued per the Memorandum (“Placement Agent Warrants”) to purchase ). The shares of Common Stock (the shares of Common Stock issuable upon exercise conversion of the Agent Warrants are hereinafter referred to as Series AA Preferred Stock underlying the “Agent Warrant Shares”). The Placement Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of have the number of shares of Common Stock (i) included same registration rights as those afforded to investors in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), Offering and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Placement Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate a cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letterprovision. (c) At each Closing (as defined in section 4I below), the Issuer will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the The Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer shall also pay and issue to the Placement Agent the Selling Commissions, Marketing Allowance, Management Fee and Placement Agent Compensation calculated according Warrants with respect to, and based on, any Company securities sold to any party introduced to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted Company by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail InvestorsPost Closing Investor”) at any time prior to the earlier of the date that is twelve (12) months after the later to occur of the Termination Date or the Final Closing (“Tail Period”as hereinafter defined). In that regard, whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names shall provide a written list of Tail Investors shall be provided in writing by the Placement Agent all investors that it introduced to the Issuer upon written request Company within 10 business days following of the later to occur of the Termination Date or the Final Closing. (d) To the extent there is more than one Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy payment of the Memorandum. The Company acknowledges proportional amount of the Selling Commissions, Marketing Allowance and agrees that Management Fee will be made out of the Tail Investor List is proprietary to proceeds of subscriptions for the Units sold at each Closing and Placement Agent, Agent Warrants shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders issued at each Closing. Payment of the Company. In Expense Reimbursement incurred as of the event date of each Closing will be made out of the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions proceeds of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offeringsubscriptions for Units at each Closing. (e) [Reserved] (fPlacement Agent agrees and understands that the compensation set forth in Sections 3(a) Effective as and 3(b)(ii) is conditioned upon the sale of the First ClosingMinimum Amount and the satisfaction of the other conditions precedent to the Initial Closing set forth herein and in the Memorandum by the end of the Offering Period and acceptance of said sales by the Company and that the failure to sell the Minimum Amount or to satisfy such conditions precedent by the end of the Offering Period shall relieve the Company and any other party of any obligation to pay Placement Agent any such compensation, except as otherwise set forth in Section 12 hereto. No such compensation shall be payable with respect to any subscriptions for Units that are rejected by the Issuer hereby grants Company and no such compensation shall be payable to Aegis, subject Placement Agent with respect to Axxx X. Xxxxx’x continued employment by Aegis during any sale of Units unless and until such time as the ROFR Term proceeds thereof are received from the Escrow Account (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Brokers’ Cash Fee”) to the Placement Agent at each Closing, and as a condition to Closing, equal to Ten Percent (10% %) of the gross proceeds from the sale sales price of the Units consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (ipurchased by those investor(s) the exchange for Units of Convertible Notes issued directly introduced to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which Company by the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto“EDI Investors”). The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rights. (b) As additional compensation, at or within ten (10) business days following the Final ClosingIn addition, the Issuer Company will issue deliver to the Placement Agent (or its designee(s)designees) warrants exercisable for nominal considerationa period of five (5) years from the Closing Date, warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that a number of shares of Common Stock equaling equal to Ten Percent (10% %) of the number of shares of Common Stock (i) included in sold to the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at EDI Investors with an exercise price of $5.00 1.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 (“Broker Warrants”) (“Brokers’ Cash Fee” and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants “Broker Warrants” are sometimes referred to herein collectively as “Agent CompensationBrokers’ Fees”). The Broker Warrants shall be included in the registration statement (on Form S-1, or similar form) with the SEC covering the shares of Common Stock issuable upon the exercise of the Investor Warrants (“Registration Statement”).” (b) The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent Company shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants also pay to the Placement Agent within ten a cash fee (10“Subsequent Offering Fee”) business days following on the delivery of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below), the Issuer will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided amount that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided in connection with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offeringeach, an “EDI Introduced Investor”), invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) Company at any time prior to the earlier of the date that is twelve eighteen (1218) months after the Termination Date or the Final Closing (“Tail Period”)Closing, whichever is applicable; provided, however, that the Tail Period shall terminate immediately whether or not such EDI Introduced Investor invested in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final ClosingOffering, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party was introduced to the Company by the Placement AgentAgent prior to or during the Offering and was provided with a copy of the Private Placement Memorandum; and provided, then further, that an EDI Introduced Investor shall not include (x) any investors who were investors in Enumeral prior to the Offering, (y) any employees, directors or officers of Enumeral, or (z) were introduced to the Company shall pay by employees, officers or cause to be paid to directors of Enumeral (and who were not a client of the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of Offering), whether or not they participate in the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offeringplacement. The initial Aegis Director Subsequent Offering Fee shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled equal to (i) the same indemnification protections afforded highest percentage of amount raised paid to other directors of any placement agent affiliated with the Companyoffering, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve 10 percent if no placement agents are engaged as part of such offering. (12c) months from To the date extent there is more than one Closing, payment of this Agreement (but the Placement Agent may contact such investors proportional amount of the Brokers’ Fees will be made out of the proceeds of subscriptions for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third partysold at each Closing.

Placement Agent Compensation. (a) In connection with the OfferingBridge Note Offering and as a condition to Closing, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Broker Bridge Cash Fee”) to the Placement Agent at each Closing equal to 10% Four Percent (4%) of the gross proceeds from the sale of the Units consummated Bridge Notes sold to investor(s) introduced to the Company at such Closing (subject to reduction at Closing. In addition, provided the sole discretion Merger has been effected, simultaneously upon the closing of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectivelyMinimum PPO, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent Company will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rights. (b) As pay an additional compensation, at or within ten (10) business days following the Final Closing, the Issuer will issue Broker Bridge Cash Fee to the Placement Agent (or its designee(s)) for nominal consideration, warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of the number of shares of Common Stock (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below), the Issuer will pay Aegis a non-accountable expense allowance equal to 3% Four Percent (4%) of the gross proceeds from the sale of the Units consummated Bridge Notes sold to investors introduced to the Company at such Closing (the “Agent Expense Allowance”)closing. In addition, provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer shall also pay and issue to the Placement Agent warrants to purchase such number of shares of the Agent Compensation calculated according Company Common Stock equal to Eight Percent (8%) of the number of shares of the Company Common Stock into which the Bridge Notes sold to investors are converted, for a period of five (5) years with an exercise price of Twenty Five Cents ($0.25) per share (“Broker Bridge Warrants”). (b) In connection with the PPO Offering and as a condition to Closing, the Company will pay a cash fee (the “PPO Broker Cash Fee”) to the percentages set forth Placement Agent at each Closing equal to Eight Percent (8%) of the gross proceeds of the PPO Units consummated at each such Closing. Additionally, the Company will deliver to the Placement Agent warrants exercisable for a period of five (5) years from the Closing Date, to purchase a number of shares of Common Stock equaling Eight Percent (8%) of the number of PPO Units sold with an exercise price per share of Twenty Five Cents ($0.25) per share (“PPO Broker Warrants) (“Broker Bridge Cash Fee”, “Broker Bridge Warrants”, “PPO Broker Cash Fee” and “PPO Broker Warrants” are sometimes referred to collectively as “Brokers’ Fees”). (c) The Company shall also pay to the Placement Agent the Broker’s Fee in Sections 3(a) and (b3(b) of this Agreement, above if any person or entity contacted by the Placement Agent and provided or its agents in connection with a Memorandum during the Bridge Note Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, or PPO Offering invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) Company at any time prior to the earlier of the date that is twelve (12) months after the Bridge Note Termination Date or the Bridge Note Final Closing (“Tail Period”)or PPO Termination Date or PPO Final Closing, whichever is applicable; provided, however, that regardless of whether such Post-Closing Investor purchased the Tail Period shall terminate immediately Bridge Notes or PPO Units in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be respective offering. (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy d) Each of the Memorandum. The Company acknowledges Broker’s Bridge Cash Fee, Broker Bridge Warrants, PPO Broker Cash Fee and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list PPO Broker Warrants shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR exceed Eight Percent (as defined below) with respect to an offering pursuant to the provisions of Section 3(f8%), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as To the extent there is more than one Closing, payment of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D proportional amount of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent Brokers’ Fees will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days made out of the receipt proceeds of subscriptions for the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale Bridge Notes or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash PPO Units sold at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final each Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee (the “Placement Agent Cash Fee”) to the Placement Agent at each Closing (as defined in Section 4(e) below) equal to 10% of the each Closing’s gross proceeds from the any sale of Bridge Notes in the Units consummated at such Closing (subject Offering to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued investors introduced to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which Company by the Placement Agent was previously paid a cash commission and Eight Percent (ii8%) investments of each Closing’s gross proceeds from any sale of Bridge Notes in the Offering made to investors introduced by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 heretothe Company or its Representatives. The Placement Agent will also receive the right for designees of Cash Fee shall be paid to the Placement Agent to receive payments in cash by wire transfer from the Issuer aggregating 10% escrow account established for the Offering, and as a condition to closing, simultaneous with the distribution of the amount of payments paid funds to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment RightsCompany. (b) As additional compensationAlso, at or within ten (10) business days following the Final each Closing, the Issuer Company will issue deliver to the Placement Agent (or its designee(sdesignees)) for nominal consideration, warrants exercisable for a period of five (the “Agent Warrants”5) years to purchase shares of the Company’s Common Stock (equal, in the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred aggregate, to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of the number of shares of Common Stock (i) included Unit Shares into which the Bridge Notes sold in the Units sold or exchanged at all closings Offering to investors introduced to the Offering by the Placement Agent and Eight Percent (excluding all Units exchanged for Old Notes), and (ii8%) underlying the Preferred Shares included of each Closing’s gross proceeds from any sale of Bridge Notes in the Units sold Offering to investors introduced by the Company or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes)its Representatives are converted upon a Mandatory Conversion, at with an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect share equal to any Units purchased by any the exercise price of the Unit Warrant Shares issued to the investors set forth on Schedule B1 and B2 hereto; providedupon a Mandatory Conversion (“Placement Agent Warrants”). To the extent permitted by applicable laws, however, that Agent Warrants all warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed permit unencumbered transfer to by the Issuer and the Placement Agent’s employees and affiliates and the warrants may be issued directly to the Placement Agent’s employees and affiliates at the Placement Agent’s request. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Placement Agent Cash Fee and the Placement Agent Warrants are sometimes referred to herein collectively as the “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction LetterFees”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter). (c) At each Closing (as defined in section 4I below)To the extent there is more than one Closing, payment of the Issuer proportional amount of the Placement Agent Cash Fees will pay Aegis a non-accountable expense allowance equal to 3% be made out of the gross proceeds from the any sale of the Units consummated Bridge Notes sold at such each Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) corresponding number of this Agreement, if any person or entity contacted by the Placement Agent Warrants. All cash compensation and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors warrants under this Agreement shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications paid directly by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; name provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to 10% of the gross proceeds from the sale of the Units consummated at such Closing Closing, which shall include, without limitation, Units issued in consideration for the conversion of $500,000 of principal amount of certain convertible promissory notes of InVivo issued in August/September 2010 (subject to reduction the “Bridge Notes”), together with accrued interest thereon, into Units as contemplated in the Memorandum. The principal amount and accrued interest on the Bridge Notes at the sole discretion time of the Placement Agent; provided, however, that no cash commission shall be paid with respect First Closing is hereinafter referred to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, as the “Old NotesBridge Note Conversion Amount.”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rights. (b) As additional compensation, compensation at or within ten (10) business days following each Closing the Final Closing, the Issuer Company will issue to the Placement Agent (or its designee(s)) for nominal consideration, warrants (the “Agent Warrants;” the Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares” and the Agent Warrants and the Agent Warrant Shares are collectively referred to as the “Agent Securities”). A form of the Agent Warrant is attached hereto as Exhibit B. The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 1020% of the number of shares of Common Stock (i) included in the Units sold or exchanged at all closings (excluding all including, without limitation, Units exchanged for Old issued in consideration of the conversion of the Bridge Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 1.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any share and (ii) issuable upon exercise of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Warrants at an exercise price of $1.40 (the “Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement AgentWarrants”). The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, issuance and shall contain customary weighted average anti-dilution price protection provisions and immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letterprovisions. (c) At each Closing (as defined in section 4I below)Closing, the Issuer Company will pay Aegis the Placement Agent a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing Closing, including, without limitation, Units issued in consideration of the conversion of the Bridge Notes (the “Agent Expense Allowance”), provided that the Agent . The Agent’s Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors not cover Blue Sky Expenses (as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notesdefined below). The Placement Agent will not bear any of IssuerPubco’s or OPCOInVivo’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer Company shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 heretoInVivo) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer Company (other than through open market purchases or securities purchased in any underwritten public offeringpurchases) and irrespective of whether such potential investor purchased Units in the Offering Offering. (the “Tail Post-Closing Investors”) at any time prior to the earlier of (i) the date that is twelve eighteen (1218) months after the Termination Date or the Final Closing (“Tail Period”)Closing, whichever is applicable; provided, however, that or (ii) six (6) months after the Tail Period shall terminate immediately in effectiveness of the event that Axxx X. Xxxxx is no longer employed by Registration Statement registering the Placement Agent at any time during Shares and shares of Common Stock issuable upon exercise of the Tail PeriodWarrants. The names of Tail potential Post-Closing Investors shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following Company at least one business day prior to the Termination Date or the Final Closing, as the case may be Closing (the “Tail Post Closing Investor List”); provided, that ) and such Tail Investor List delivery shall include persons or entities that actually received be a copy of condition to the MemorandumCompany’s obligation to close. The Company acknowledges and agrees that the Tail Post-Closing Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided. If an event or transaction shall occur that would entitle the Placement Agent to receive both the Agent Compensation and the Finder’s Fee (as such term is defined below), however, that such restrictions then the Placement Agent shall not apply have the right to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders elect which fee it shall receive in full satisfaction of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering ’s obligations pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offeringand the Finder’s Agreement, as described in Section 3(e) below. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer Company and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three eighteen (318) year month period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement AgentAgent and with whom the Company enters into substantive discussions, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 57% of the first $1 million of consideration paid by or to the Company, plus 46% of the next $1 million of consideration paid by or to the Company, plus 35% of the next $5 million of the consideration paid by or to the Company, plus 4% of the next $1 million paid by or to the Company, plus 3% of the next $1 million paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 9 million; provided, however, that the Placement Agent will not be entitled to a finder’s 's fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where and who was not introduced to the Company had previously been by the Placement Agent. The Post-Closing Investor List, together with any new introductions that are made following the Closing (to be mutually agreed to by the Company and the Placement Agent) shall serve as the list of parties introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval for purposes of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closingthis section. (if) Notwithstanding any other provision of this Section 3In the event the Company elects to redeem the Warrants pursuant to the provisions thereto, in no event shall the Placement Agent contact any will be engaged as exclusive warrant solicitation agent at least 20 calendar days prior to the time notice of the investors set forth on Schedule B2 hereto redemption is delivered to holders of Warrants. The engagement letter will provide for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable payment to the Placement Agent hereunder shall be reduced of, inter alia, a cash fee of 5% of the exercise price for each warrant exercised that has been solicited by any payment paid by OPCO or the Company to such third partyPlacement Agent following a redemption notice.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Cash Fee”) to the Placement Agent at each Closing equal to 10% of the gross proceeds from the sale of the Units consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission Closing. The Agent Fee shall not be paid with respect to on the conversion of Pubco Notes (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments as defined in the Offering made by (xMemorandum) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors into Units as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive contemplated in the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment RightsOffering. (b) As additional compensation, compensation at or within ten (10) business days following each Closing the Final Closing, the Issuer Company will issue to the Placement Agent (or its designee(s)) for nominal consideration, warrants (the “Agent Warrants;” the Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares” and the Agent Warrants and the Agent Warrant Shares are collectively referred to as the “Agent Securities”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 1020% of the number of shares of Common Stock (i) included Units sold in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), Offering and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at shall have an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect equal to any Units purchased by any the offering price of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement AgentUnits. The Agent’s Warrants shall be exercisable until the date that is five seven (57) years after the First Closing, issuance and shall contain customary weighted average anti-dilution price protection provisions and immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letterprovisions. (c) At each Closing (as defined in section 4I below)Closing, the Issuer Company will pay Aegis the Placement Agent a non-accountable expense allowance equal not to 3% of exceed Two Hundred Twenty Five Thousand Dollars ($225,000), which shall be paid at the gross proceeds from the sale of the Units consummated at such First Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer Company shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided in connection with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering Company (the “Tail Post-Closing Investors”) at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”)Closing, whichever is applicable; provided, however, that the Tail Period shall terminate immediately regardless of whether such Post-Closing Investor purchased Units in the Offering. If an event or transaction shall occur that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by would entitle the Placement Agent to receive both the Issuer upon Agent Compensation and the Finder’s Fee (as such term is defined below), then the Placement Agent shall have the right to elect which fee it shall receive in full satisfaction of the Company’s obligations pursuant to this Section 3(d) and the Finder’s Agreement, as described in Section 3(e) below. In that regard, the Placement Agent shall provide a written request list of all investors that it contacted in connection with the Offering within 10 20 business days following of the later to occur of the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer Company and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) five-year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, directly or indirectly, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 57% of the first $1 million of consideration paid by or to the Company, plus 46% of the next $1 million of consideration paid by or to the Company, plus 35% of the next $5 million of the consideration paid by or to the Company, plus 4% of the next $1 million paid by or to the Company, plus 3% of the next $1 million paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 9 million; provided, however, that the Placement Agent will not be entitled to a finder’s 's fee for any Significant Corporate Transaction entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific any proposed introduction (including situations where and who was not introduced to the Company had previously been introduced by the Placement Agent. In addition, the Company must agree to such party by someone other than have the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with facilitate any successor Aegis Director chosen by proposed introduction in advance in order for the Placement Agent to be subject entitled to the reasonable approval of a finder's fee. A "Significant Corporate Transaction" shall include mergers, acquisitions, joint ventures and any other business combination consummated by the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (if) Notwithstanding any other provision of this Section 3To the extent there is more than one Closing, in no event shall the Placement Agent contact any payment of the investors set forth on Schedule B2 hereto proportional amount of the Agent Cash Fee will be made out of the proceeds of subscriptions for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement sold at each Closing and Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder Warrants shall be reduced by any payment paid by OPCO or the Company to such third partyissued at each Closing.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Broker Cash Fee”) to the Placement Agent at each Closing equal to (i) 8% of each Closing’s gross proceeds of an amount up to $3,000,000 from any sale of Securities in the Offering during the Term to investors first contacted by the Placement Agent in connection with the Offering, or (ii) if gross proceeds exceed $3,000,000, then 10% of the each Closing’s gross proceeds for amounts from the sale of Securities in the Units consummated at such Closing (subject Offering during the Term to reduction at the sole discretion of investors first contacted by the Placement Agent; provided, however, that no cash commission Agent in connection with the Offering. The Broker Cash Fee shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a in cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of the Placement Agent to receive payments wire transfer from the Issuer aggregating 10% escrow account established for the Offering, and as a condition to closing, simultaneous with the distribution of the amount of payments paid funds to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment RightsCompany. (b) As additional compensationAlso, at or within ten (10) business days following the Final each Closing, the Issuer Company will issue deliver to the Placement Agent (or its designee(sdesignees)) for nominal consideration, warrants (the “Agent Warrants”) to purchase shares of the Company’s Common Stock (Stock, equal, in the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred aggregate, to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of the number of shares of Common Stock (i) included in the Units Securities sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and on which the Placement AgentAgent receives compensation pursuant to Section 2(a), which warrants shall have an initial exercise price equal to the price per share of the Securities (“Brokers’ Warrants”). The AgentBrokers’ Warrants will be issued on the Company’s Warrants standard warrant documents at the time of issuance and shall be exercisable until the date that is five (5) years after the First Closinghave a term of five-years, shall and contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as piggyback registration rights, providing the Placement Agent shall request in with the right to purchase one share of the Company’s common stock per warrant with an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered exercise price equal to the Issuer following exercise price received by participating investors in the Final Closing transaction. The warrants and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery shares issuable upon exercise of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below), the Issuer will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at warrants may constitute restricted shares and may contain restrictive legends indicating such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicablerestrictions; provided, however, that the Tail Period warrants and shares issuable shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed contain piggyback registration rights requiring their inclusion with any registration statement filed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event no registration statement is filed, the Company’s counsel shall be responsible for drafting and executing the Rule 144 comfort letter (and any other required paperwork as required by the transfer agent), at the Company’s expense, providing for the sale of such underlying shares. To the extent permitted by applicable laws, all warrants shall permit unencumbered transfer to the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant Agent’s employees and affiliates and the warrants may be issued directly to the provisions Placement Agent’s employees and affiliates at the Placement Agent’s request. The Broker Cash Fee and the Brokers’ Warrant are sometimes referred to collectively as the “Brokers’ Fees”). The Brokers’ Warrant issued by the Company to each Placement Agent for participating in this Offering shall be identical in all terms. (c) To the extent there is more than one Closing, payment of Section 3(f), the specific compensation terms proportional amount of the Broker Cash Fees will be made out of the gross proceeds from any sale of Securities sold at each Closing and the Company will issue to the Placement Agent that are negotiated in such offering the corresponding number of Brokers’ Warrants. All cash compensation and warrants under this Agreement shall govern be paid directly by the Company to and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; name provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent. (d) Provided that an Offering is consummated during the Offering Period, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee shall be entitled to the Broker Cash Fee and Brokers’ Warrants, calculated in the manner provided in this Section 2 with respect to any subsequent public or private offering or other financing or capital-raising transaction of any kind (the “Finder’s FeeSubsequent Financing”) payable in cash to the extent that such financing or capital is provided the Company, or to any Company Affiliate (as defined below), by either (i) investors whom the Placement Agent had Introduced (as defined below), directly or indirectly, to the Company during the Offering Period if such Subsequent Financing is consummated at any time within the three (3) month period following the earlier of expiration or termination of this Agreement or the closing of such transactionthe Offering, equal to 5% of if an Offering is consummated, or (ii) investors whom the first $1 million of consideration paid by Placement Agent had Introduced, directly or to the Companyindirectly, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company during the Offering Period and who actually participated in excess the Offering, if such Subsequent Financing is consummated at any time within the six (6) month period following the earlier of $7 million; provided, however, that expiration or termination of this Agreement or the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing closing of the Offering. The initial Aegis Director Within five (5) business days of the closing of the Offering, Katalyst shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject provide to the reasonable approval Company a list of investors, in the Company. The Aegis Director shall be entitled form of an Annex A to this Agreement, who either (i) participated in the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from were Introduced to the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to Company by the Placement Agent. In the event A “Company Affiliate” shall mean any investor on Schedule B2 acquires Units in this Offeringindividual or entity controlling, controlled by or under common control with such entity and any feeofficer, cash director, employee, stockholder, partner, member or otherwise, payable to the Placement Agent hereunder agent of such entity. “Introduced” shall be reduced by any payment paid by OPCO or mean that the Company was made known to an investor for the first time and such third partyinvestor met with the Company and/or had a conversation with the Company either in person or via telephone regarding the Offering.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer will pay at each Closing (as defined in Section 4I 4(e) below) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to 10% of the gross proceeds from the sale of the Units consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rights). (b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer will issue to the Placement Agent (or its designee(s)) for nominal consideration, warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares” and the Agent Warrants and the Agent Warrant Shares are collectively referred to as the “Agent Securities”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of the number of shares of Common Stock (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), an exercise price of $5.00 per share and (ii) underlying issuable upon exercise of the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), Warrants at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below)Closing, the Issuer will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 20,000 paid by OPCO to the Placement Agent’s counsel Agent upon the execution and delivery of the term sheet with respect to the Share Exchange Merger and the Offering. (d) The Issuer shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 heretoOPCO) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve eighteen (1218) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately be reduced to twelve (12) months after the Termination Date or the Final Closing in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved]In the event the Issuer elects to redeem the Warrants pursuant to the provisions thereto, Aegis will be engaged as exclusive warrant solicitation agent at least 20 calendar days prior to the time notice of redemption is delivered to holders of Warrants. The engagement letter will provide for the payment to Aegis of, inter alia, a cash fee of 5% of the net cash proceeds from the exercise of each Warrant exercised by a Warrant holder that has been solicited by Aegis following a redemption notice. (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve eighteen (1218) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent or underwriter for any proposed private placement pursuant to Regulation D or public offering of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent or underwriter will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent or underwriter with respect to such private placement offering upon the terms proposed, then the Issuer shall be entitled to engage a placement agent or underwriter other than Aegis; provided that the terms of the compensation to be paid to such other placement agent or underwriter are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement offering during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s 's fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx XxxxxxxxDxxxx Xxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the OfferingAt each Closing, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee fees (the “Agent Broker Cash Fee”) to the Placement Agent equal Agents in direct proportion to the sale of Units made through them, in amounts, equal, in the aggregate, to Ten Percent (10% %) of the each Closing’s gross proceeds from the sale of the Units consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission Units. The Broker Cash Fee shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a Agents in cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of the Placement Agent to receive payments wire transfer from the Issuer aggregating 10% escrow account established for the Offering, and as a condition to closing, simultaneous with the distribution of the amount of payments paid funds to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment RightsCompany. (b) As additional compensation, at or within ten (10) business days following the Final At each Closing, the Issuer Company will issue deliver warrants to purchase Common Stock to the Placement Agent Agents (or its designee(stheir designees), in direct proportion to the sale of Units made through them, in amounts, equal, in the aggregate, to Ten Percent (10%) for nominal consideration, warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of the number of shares of Common Stock that will result from the conversion of the Notes sold to Subscribers in such Closing based upon the fixed conversion price of $0.10 per share, which warrants shall have an initial exercise price equal to $0.05 per share of Common Stock (the “Broker Warrants”). The Broker Cash Fee and the Broker Warrants are sometimes referred to collectively as the “Broker Compensation”. The Broker Warrants shall have a term of five (5) years from the date of the Closing at which they are required to be delivered and, to the extent permitted by applicable laws, shall permit unencumbered transfer to the respective employees and affiliates of the Placement Agents, at a Placement Agent’s request. The Broker Warrants will include customary anti-dilution provisions covering stock splits, dividends, mergers and similar transactions and will be similar in all material respective to the Warrants. (c) To the extent there is more than one Closing, payment of the proportional amount of the Broker Cash Fee will be made out of the gross proceeds from any sale of Units sold at each Closing and the Company will issue to the respective Placement Agents the corresponding number of Broker Warrants to which they are entitled. All Broker Cash Fees and Broker Warrants under this Agreement shall be paid directly by the Company to and in the names provided to the Company by the respective Placement Agents. (d) Katalyst acknowledges that it and the Company are parties to (i) included in that certain Placement Agent Agreement, dated as of June 21, 2016 (the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes“2016 PAA”), and (ii) underlying that certain Warrant Agent Agreement, dated as of October 26, 2016 (the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes“2016 WAA”), at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First ClosingAgents further confirm and agree that, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered notwithstanding anything to the Issuer following contrary contained in either the Final Closing and 2016 PAA or the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below)2016 WAA, the Issuer will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expensesOffering Katalyst, including its legal fees present and expensesformer registered representatives of Katalyst, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO is only entitled to the Placement Agent’s counsel upon Broker Compensation contained in this Agreement and that Katalyst, including present and former registered representatives of Katalyst, is not entitled to compensation under either the execution and delivery of the term sheet with respect 2016 PAA or 2016 WAA in addition to the Share Exchange and the OfferingBroker Compensation. (de) The Issuer A Placement Agent shall also pay and issue be entitled to the Placement Agent Broker Cash Fee and the Agent Compensation Broker Warrants calculated according to in the percentages set forth manner provided in Sections 3(a) and (b3(b) above with respect to any subsequent public or private offering or other financing or capital-raising transaction of this Agreement, if any person or entity contacted kind by the Company (a “Subsequent Financing”) to the extent that such Placement Agent is not participating in the Subsequent Financing and such financing or capital is provided with a Memorandum to the Company, or to any Affiliate of the Company, by investors whom such Placement Agent had “introduced” (as defined below), directly or indirectly, to the Company during the Offering Period Period, if such Subsequent Financing is consummated at any time within the twelve (other than existing shareholders 12) month period (the “Tail Period”) following the earlier of OPCO and expiration or termination of this Agreement or the investors set forth on Schedules B1 and B2 hereto) and with whom closing of the Offering, if consummated. A party “introduced” by a Placement Agent has discussions regarding a potential investment shall mean an investor who either (i) participated in the Offering, invests (ii) met with the Company and/or had a conversation with the Company either in the Issuer (other than through open market purchases person or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in via telephone regarding the Offering or (the “Tail Investors”iii) at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed was provided by the such Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received with a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence materials prepared and/or approved by the Company and those persons/entities on in connection with the Offering, in each case based upon such list shall not be contacted by the Company without the Placement Agent’s prior written consent; providedinvestor expressing an interest, howeverdirectly or indirectly, that to such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately investing in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance An “Affiliate” of an insurance policy providing liability insurance for directors entity shall mean any individual or entity controlling, controlled by or under common control with such entity and officers any officer, director, employee, stockholder, partner, member or agent of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closingsuch entity. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I 4(e) below) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to 10% of the gross proceeds from the sale of the Units Shares consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment RightsClosing. (b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer Company will issue to the Placement Agent (or its designee(s)) for nominal consideration, a five-year warrants (the “Agent Warrants”) to purchase such number of shares of Common Stock (the Company’s common stock as is equal to 14.5% of the shares of Common Stock initially issuable upon exercise conversion of the Agent Warrants are hereinafter referred to as Shares sold at each closing in this Offering (the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of the number of shares of Common Stock (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect equal to any Units purchased by any the Conversion Price of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be Shares issued in connection with at such closing (the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.”). The Agent Warrants will be exercisable on a “cashless” basis and for the five-year period following issuance. The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer Company promptly following the Final Closing and the Issuer Company shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below)Closing, the Issuer Company will pay Aegis [***] a non-accountable expense allowance equal to 3% of the gross proceeds from the sale aggregate purchase price of the Units consummated Shares sold at such Closing (the “Agent Expense Allowance”), provided that the . The Agent Expense Allowance payable at the First Closing shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be $25,000 advance paid with respect to the exchange for Units of the Convertible Notes[***] previously. The Placement Agent will not bear any of IssuerCompany’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis [***] will pay for its own expenses, including all its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer Company shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer Company (other than through open or public market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units Shares in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer Company upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder shareholder communications by the Company to its stockholdersshareholders, including those Tail Investors that are stockholders shareholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) right of first refusal with respect to an offering pursuant to the provisions of Section 3(f)3(e) below, the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as upon the sale of at least $25,000,000 in the First ClosingOffering, the Issuer hereby grants Company agrees to Aegis, subject grant to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined)[***], for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the IssuerCompany’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly ) that is proposed to be consummated to investors without in the United States with the assistance of a registered broker-broker dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer Company determines to pursue such a private placement financing pursuant to Regulation D during the ROFR Term in which and wishes to engage a third party placement agent will be engagedto assist in connection with such offering, the Issuer Company shall promptly provide Aegis the Placement Agent with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis the Placement Agent does not accept in writing such offer to act as lead placement agent with respect to such private placement offering upon the terms proposed, then the Issuer Company shall be entitled to engage a placement agent other than Aegis[***]; provided that the terms of the compensation to be paid to such other placement agent or underwriter are not materially less favorable to the Issuer Company than the terms included in the Notice. AegisThe Placement Agent’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement offering during the ROFR Term. Each of OPCO The Company represents and the Issuer represent and warrant warrants that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the IssuerCompany’s securities to which Aegis’s [***]’ preferential rights shall apply. (gf) At Effective upon the First Closingsale of at least $10,000,000 in the Offering, at the Placement Agent’s option, the Issuer Company agrees that it shall take, and shall cause its board of directors (the “Board of Directors”) to take, all action within its powers to nominate one (1) representative designated by the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s AgreementPA Director”), which will provide that, during the three (3) year period following the later as a member of the Termination Date or the First Closing, if the Company or any Board of its affiliates shall enter into any Directors of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinationsCompany. In this regard, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause give the PA Director copies of all notices, minutes, consents, and other materials that it provides to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash its directors at the closing of same time and in the same manner as provided to such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 milliondirectors; provided, however, that the Placement Agent will not PA Director shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided. In addition, as a Board of Directors designee, the PA Director shall be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (receive reimbursement for all reasonable costs incurred in attending such meetings, including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offeringbut not limited to, meals, lodging and transportation. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis PA Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash compensation commensurate to what is provided to other board members of the Company and (iii) equity compensation in amounts to be determined based on the amounts pool that is made available to other non-employee directors of the Company. Further, the Placement Agent agrees that it will not propose any individual as the PA Director whose background does not comply with or would disqualify the Company from complying with (i) applicable securities laws, (ii) contractual obligations to and rules of the Exchange and (iii) the criteria for directors set forth in the then current charter of the Company’s Nominating Committee, and will not disqualify the Company from being able to conduct any public offering or private placement pursuant to either Rule 506 (b) or (c) and any “bad boy“ provisions of any state securities laws. This provision shall terminate two upon the expiration of the initial term of the PA Director at the Company’s annual stockholders meeting to be held in June 2025 (the “2025 Meeting”), provided, however, the PA Director shall have the right to be on the slate of directors for re-election at the 2025 Meeting, subject to the approval of such nomination by the Board of Directors of the Company (or any committee thereof). (g) In the event that less than $10,000,000 in aggregate gross proceeds are received in the Offering, the Placement Agent shall have the right to send one (1) designee to attend all meetings of the Board of Directors in a non-voting observer capacity (the “PA Observer”). In this regard, the Company shall give the PA Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that the PA Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the PA Observer from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel. In addition, as the PA Observer shall be entitled to receive reimbursement for all reasonable costs incurred in attending such meetings, including but not limited to, meals, lodging and transportation. This provision shall terminate three years from the date of the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection You will be paid a selling commission in the amount of 6.0% of the gross Offering proceeds received by the Issuer from sales which you effect. You will be deemed to have effected the sale if you have introduced a prospective investor and the Issuer has accepted the subscription of such investor. Selling commissions shall be paid promptly after receipt by the Issuer of the full purchase price for the Securities. You hereby acknowledge and agree that the Issuer, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever or no reason, and no commission will be paid to you with respect to that portion of any subscription which is rejected. Other than as provided in Schedule A, you will bear your own selling, marketing, due diligence and all other expenses, and neither the OfferingIssuer nor we will reimburse you for such expenses. However, the Issuer will pay at each Closing bear all costs of preparing and printing the private placement memorandum and obtaining any required regulatory approvals. In no event shall the total aggregate compensation payable to you or any other selling agent exceed ten percent (as defined in Section 4I below10.0%) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to 10% of the gross offering proceeds from the sale of the Units consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments Offering in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rightsaggregate. (b) As additional compensationNotwithstanding anything to the contrary contained herein, at or within ten (10) business days following the Final Closing, if the Issuer will issue pays any selling commission to you for sale by you of one or more Securities and the subscription is rescinded as to one or more of the Securities covered by such subscription, then the Issuer shall decrease the next payment of selling commissions or other compensation otherwise payable to you by the Issuer under this Agreement by an amount equal to the Placement Agent (or its designee(s)) for nominal considerationcommission rate established in this Section 1, warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of multiplied by the number of shares of Common Series A Convertible Redeemable Preferred Stock (i) included as to which the subscription is rescinded. If no payment of selling commissions or other compensation is due to you after such withdrawal occurs, then you shall pay the amount specified in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered preceding sentence to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants within a reasonable period of time not to the Placement Agent within exceed ten (10) business days following the delivery receipt of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below), notice by you from us or the Issuer will pay Aegis a non-accountable expense allowance equal to 3% of stating the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) amount owed as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period result of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third partyrescinded subscriptions.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Cash Fee”) to the Placement Agent at each Closing equal to up to Ten Percent (10% %) of the gross proceeds from the sale sales price of the Units consummated purchased by those investor(s) introduced to the Company at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectivelyClosing. Additionally, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent Company will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rights. (b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer will issue deliver to the Placement Agent redeemable warrants exercisable for a period of five (or its designee(s)5) for nominal considerationyears from the Closing Date, warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that a number of shares of Common Stock equaling up to Ten Percent (10% %) of the number of shares of Common Stock (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10investor(s) business days following the delivery of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below), the Issuer will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Broker Warrants), as applicable (“Agent Expense AllowanceCash Fee” and the “Broker Warrants” are referred to collectively as “Brokers’ Fees”), provided that the Agent Expense Allowance . The Broker Warrants shall be reduced identical to 1.5% the Investor Warrants in all material respects, except that (i) the resale of the Common Stock underlying Broker Warrants will not be covered by a registration statement and (ii) the Broker Warrants will have an exercise price of $0.15 per share. 4. This Amendment is hereby made part of and incorporated into the PAA, with respect all the terms and conditions of the PAA remaining in full force and effect, except to investments made the extent modified hereby. 5. This Amendment may be executed in multiple counterparts, each of which may be executed by existing stockholders less than all of OPCO, Perceptive Advisors, the parties and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect deemed to be an original instrument which shall be enforceable against the exchange for Units parties actually executing such counterparts and all of which together shall constitute one and the Convertible Notessame instrument. The Placement Agent will not bear any exchange of Issuer’s copies of this Amendment and of signature pages by facsimile transmission or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the pdf format shall constitute effective execution and delivery of the term sheet with respect this Amendment as to the Share Exchange parties and the Offering. (d) The Issuer shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth may be used in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) at any time prior to the earlier lieu of the date that is twelve (12) months after original Amendment for all purposes. Signatures of the Termination Date parties transmitted by facsimile or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors pdf format shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation deemed to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall applytheir original signatures for all purposes. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay to the Placement Agent at each Closing (as defined in Section 4I 4(e) below) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to 10% of the gross proceeds from the sale of the Units Shares consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; Closing, provided, however, that no cash commission the Agent Cash Fee shall be paid 5% with respect to (i) the exchange for Units sales of Convertible Notes issued Shares that are sold to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment RightsCompany-sourced investors. (b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer Company will issue to the Placement Agent (or its designee(s)) for nominal consideration, a five-year warrants (the “Agent Warrants”) to purchase such number of shares of the Company’s Common Stock (as is equal to 13.0% of the shares of Common Stock initially issuable upon exercise conversion of the Agent Warrants are hereinafter referred to as Shares sold at each closing in this Offering (the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that number ) at an exercise price equal to the consolidated closing bid price of the shares of Common Stock equaling 10% as quoted on the Nasdaq Capital Market on the date of the number applicable closing of shares of Common Stock the Offering (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined belowcompliance with Nasdaq rules) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.”). Notwithstanding the foregoing the Agent Warrant coverage shall equal ten percent (10%) with respect to any Shares sold to Company-sourced investors. The Agent Warrants will be exercisable on a “cashless” basis and for the five-year period following issuance. The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer Company promptly following the Final Closing and the Issuer Company shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below)Closing, the Issuer Company will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from aggregate purchase price of the Shares sold at such Closing, provided that such expense allowance shall be one and a half percent (1.5%) with respect to the sale of the Units consummated at such Closing Shares sold to any Company-sourced investors (the “Agent Expense Allowance”), provided that the . The Agent Expense Allowance payable at the First Closing shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and $25,000 advance paid to Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notespreviously. The Placement Agent will not bear any of Issuerthe Company’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including all its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) Notwithstanding anything contained herein to the contrary, the Agent Compensation or the Agent Expense Allowance on purchases of Series C Preferred by (i) any investors introduced by Twill Inc. or (ii) Nantahala Capital Management, LLC or its related entities. (e) The Issuer Company shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted introduced by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 heretofor clarification, excluding Company-sourced investors) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, Offering invests in the Issuer Company (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units Shares in the Offering Private Placement (the “Tail Investors”) at any time prior to the earlier of the date that is twelve (12) 12 months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer Company upon written request within 10 fifteen (15) business days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List List, except for any Company-sourced investors on such Tail Investor List, is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder shareholder communications by the Company to its stockholdersshareholders, including those Tail Investors that are stockholders shareholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In Pubco shall cause to be delivered to the Placement Agent copies of the Memorandum and has consented, and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum in connection with the Offeringsale of the Units until the Termination Date, and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Units. (b) Pubco shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of Pubco and its affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent. (c) As compensation for its services under this Agreement, at the Closing, subject to Section 3(e) below, the Issuer Placement Agent will pay at each Closing (as defined in Section 4I below) receive a cash fee (the “Placement Agent Cash Fee”) to the Placement Agent equal to 108% of the gross aggregate proceeds that Pubco receives from the sale of the Units consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments reimbursement of all reasonable out-of-pocket expenses, including the reasonable fees and expenses of counsel for the Placement Agent in connection with the Offering made by (x) current shareholders up to an aggregate amount of OPCO$55,000, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 heretothe “Expense Reimbursement”). The Notwithstanding anything to the contrary contained herein, the Placement Agent will also receive the right for designees shall reallow to Matrix USA, LLC that portion of the Placement Agent Fee that is attributable to receive payments from the Issuer aggregating 10% sales of the amount of payments paid to the holders of the Preferred Shares sold in this Offering Units made by Matrix USA, LLC as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rightssub-placement agent. (bd) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer will issue In addition to the Placement Agent (Fee, subject to Section 3(e), Pubco shall at Closing sell to Placement Agent, or its designee(s)) , for nominal considerationconsideration of $10.00, warrants (the “Agent Warrants”) a four-year warrant to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that such number of shares of Common Stock equaling at an exercise price of $2.50 per share equal to 10% of the number of shares of Common Stock initially issuable upon the conversion of the Series A Preferred Stock sold in this Offering (the “Placement Agent Warrants”). The Placement Agent Warrants shall have the same registration rights as those afforded to investors in the Offering and shall contain provisions for cashless exercise. Notwithstanding anything to the contrary contained herein, the Placement Agent shall reallow to Matrix USA, LLC that portion of the Placement Agent Warrants that are attributable to sales of Units made by Matrix USA, LLC as sub-placement agent. VirtualScopics hereby consents to such reallowance. (e) With respect to the sale of the first 3,000 Units (i.e. gross proceeds of $3 million), the Placement Agent shall not be entitled to the Placement Agent Fee or to purchase Placement Agent Warrants with respect to sales of Units arranged through the officers or directors of VirtualScopics to certain pre-existing prospective investors. With respect to sales of Units after the sale of the first 3,000 Units (i.e. gross proceeds in excess of $3 million), the Placement Agent Fee shall be reduced from 8% to 2% with respect to sales of Units arranged through the officers or directors of VirtualScopics. Notwithstanding anything to the contrary contained herein, with respect to sales of Units arranged through the officers or directors of VirtualScopics (whether as part of the first 3,000 Units or thereafter) to: (i) included in Merck, (ii) Pfizer, (iii) Quest Diagnostics, (iv) NGN or (v) any of VirtualScopic’s other existing investors as of the date hereof, the Placement Agent shall not be entitled to purchase the Placement Agent Warrants. (f) To the extent there is more than one Closing, payment of the proportional amount of the Placement Agent Fee will be made out of the proceeds of subscriptions for the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), each Closing and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Placement Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agentat each Closing. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery Payment of the Agent Warrant Instruction Letter. (c) At each Closing (Expense Reimbursement incurred as defined in section 4I below), the Issuer will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final each Closing, as the case may will be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy made out of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders proceeds of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), subscriptions for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent Units at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final each Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I 4(e) below) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to 10% of the gross cash proceeds from the sale of the Units Shares consummated at such Closing (subject to reduction at Closing. For the sole discretion avoidance of the Placement Agent; provideddoubt, however, that no cash commission shall be paid with respect to (i) the exchange for Units consummation of Convertible Notes issued the sale of Shares pursuant to the holders before November 7, 2016 and Perceptive Advisors (collectively, Additional Investment Rights will be considered a “Closing” for purposes of payment of the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission Cash Fee; and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also shall not receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid a cash fee with respect to the holders shares of the Preferred Shares sold in this Offering as a result Series A Stock and/or Series AA Stock that are exchanged for shares of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment RightsSeries AAA Preferred. (b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer Company will issue to the Placement Agent (or its designee(s)) for nominal consideration, a five-year warrants (the “Agent Warrants”) to purchase such number of shares of Common Stock (the Company’s common stock as is equal to 14.5% of the shares of Common Stock initially issuable upon exercise conversion of the Agent Warrants are hereinafter referred Shares sold at each closing in this Offering and pursuant to the Shares issued pursuant to the Additional Investment Rights as described in the Offering Materials (the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of the number of shares of Common Stock (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect equal to any Units purchased by any the Conversion Price of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be Shares issued in connection with at such closing or the Units purchased by Perceptive Advisors in time of purchase of shares pursuant to the Offering as agreed to by Additional Investment Right (the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.”). The Agent Warrants will be exercisable on a “cashless” basis and for the five-year period following issuance and shall be afforded comparable price protections as the Shares. The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer Company promptly following the Final Closing and the Issuer Company shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. For the avoidance of doubt, the consummation of the sale of Shares pursuant to the Additional Investment Rights will be considered a “Closing” for purposes of payment of the Agent Warrants. In addition, with respect to Shares issued in the Exchange (“Exchange Shares”), the Placement Agent shall be entitled to exchange previously issued placement agent warrants to purchase Series A Preferred Stock and/or Series AA Preferred Stock so exchanged and receive additional Agent Warrants to purchase 14.5% of the shares of Common Stock underlying the Exchange Shares at an exercise price equal to the Conversion Price of the Exchange Shares and exercisable for a five-year period, with comparable price protections as the Shares. (c) At each Closing (as defined in section 4I below)Closing, the Issuer Company will pay Aegis a non-accountable expense allowance equal to 32% of the gross proceeds from the sale aggregate purchase price of the Units consummated Shares sold at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuerthe Company’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including all its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer Company shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided with a Memorandum Offering Materials during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer Company (other than through open or public market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units Shares in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer Company upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder shareholder communications by the Company to its stockholdersshareholders, including those Tail Investors that are stockholders shareholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) right of first refusal with respect to an offering pursuant to the provisions of Section 3(f)3(e) below, the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as upon the sale of at least the First ClosingMinimum Offering Amount, the Issuer hereby grants Company agrees to grant to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve six (126) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the IssuerCompany’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly ) that is proposed to be consummated to investors without in the United States with the assistance of a registered broker-broker dealer); provided, that such ROFR however, the right granted in this Section 3(e) shall not apply to any offering of securities Strategic Financing Alternative so long as such alternative is not facilitated by a broker and/or dealer registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR TermFinancial Industry Regulatory Authority. In that regard, it is understood that if the Issuer Company determines to pursue such a private placement financing pursuant to Regulation D during the ROFR Term in which and wishes to engage a third party placement agent will be engagedto assist in connection with such offering, the Issuer Company shall promptly provide Aegis the Placement Agent with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis the Placement Agent does not accept in writing such offer to act as lead placement agent with respect to such private placement offering upon the terms proposed, then the Issuer Company shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent or underwriter are not materially less favorable to the Issuer Company than the terms included in the Notice. AegisThe Placement Agent’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement offering during the ROFR Term. Each of OPCO The Company represents and the Issuer represent and warrant warrants that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the IssuerCompany’s securities to which Aegis’s ’ preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”. For purposes of this Section 3(e), which will provide that“Strategic Financing Alternative” means any transaction or agreement with one or more persons, during the three (3) year period following the later firms or entities designated as a “strategic partner” of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% as determined in good faith by the Board of Directors of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million); provided, however, that each such “strategic partner” is itself, or has a subsidiary or affiliate that is, an operating company in a business synergistic with the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom business of the Company had a pre-existing relationship prior and provided further that the transaction is one in which the Company receives benefits in addition to the date investment of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions)funds. (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer will pay at each Closing (as defined in Section 4I 4(e) below) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to 107% of the gross proceeds from the sale of the Units consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided). For clarification purposes only, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid shall not be entitled to the holders of Agent Compensation, or any other compensation in respect of, the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment RightsConcurrent Offering. (b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer will issue to the Placement Agent (or its designee(s)) for nominal consideration), warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for the same time period as the Investor Warrants and for that number of shares of Common Stock equaling 107% of the number of shares of Common Stock (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), an exercise price of $2.50 per share and (ii) underlying issuable upon exercise of the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes)Investor Warrants, at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate provide for a cashless exercise provisions right and shall not be callable by the IssuerCompany. The Agent Cash Fee Warrants shall be allocated and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations disbursed between AGP, Aegis and will be registered in such names as their respective designees per the written instructions of the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer Company promptly following the Final Closing and the Issuer Closing. The Company shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” (c) At each Closing (as defined in section 4I below)Closing, the Issuer will pay Aegis Placement Agent a non-accountable expense allowance equal to 3% of the gross proceeds from the sale aggregate purchase price of the Units consummated sold at such Closing closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of the Issuer’s or OPCOthe Operating Company’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis The Placement Agent will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer Company shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders shareholders, officers and directors of OPCO and the investors set forth on Schedules B1 and B2 heretoOperating Company) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer Company (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer Company upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent AGP exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f3(e), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as upon the sale of the First ClosingMinimum Amount, the Issuer Company hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined)AGP, for a period of twelve (12) months following the Final Closing (the “ROFR TermTerm ”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent or underwriter for any proposed private placement pursuant to Regulation D or public offering of the IssuerCompany’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer Company determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent or underwriter will be engaged, the Issuer Company shall promptly provide Aegis AGP with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis AGP does not accept in writing such offer to act as lead placement agent or underwriter with respect to such private placement offering upon the terms proposed, then the Issuer Company shall be entitled to engage a placement agent or underwriter other than AegisAGP; provided that the terms of the compensation to be paid to such other placement agent or underwriter are not materially less favorable to the Issuer Company than the terms included in the Notice. AegisAGP’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement offering during the ROFR Term. Each of OPCO Operating Company and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCOOperating Company’s or the Issuer’s securities to which AegisAGP’s preferential rights shall apply. (gf) At In the event the First ClosingClosing is consummated, the Issuer agrees that it shall take, and shall cause its board of directors (the “Board of Directors”) to take, all action within its powers to nominate (i) one (1) representative designated by the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s AgreementPA Director”), which will provide that, during the three (3) year period following the later as a member of the Termination Date or the First Closing, if the Company or any Board of its affiliates shall enter into any Directors of the transactions enumerated Issuer and (ii) one designee (the “PA Observer”) to attend all meetings of the Board of Directors in the Finder’s Agreement (such transactions to include business combinationsa nonvoting observer capacity. In this regard, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause give the PA Director and PA Observer copies of all notices, minutes, consents, and other materials that it provides to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash its directors at the closing of same time and in the same manner as provided to such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 milliondirectors; provided, however, that the Placement Agent will not PA Director and PA Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude the PA Observer from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel. In addition, as a Board of Directors designee and observer, PA Director and PA Observer shall be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (receive reimbursement for all reasonable costs incurred in attending such meetings, including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offeringbut not limited to, meals, lodging and transportation. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis PA Director shall be entitled to (i) the same indemnification protections afforded to other directors of the CompanyIssuer, including the CompanyIssuer’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the CompanyIssuer, and (ii) cash compensation commensurate to what is provided to other board members of Issuer and (iii) equity compensation in amounts to be determined based on the amounts pool that is made available to other non-employee directors of the Company. This provision shall terminate two three years from the Final date of the First Closing. (ig) Notwithstanding any other provision of this Section 3In the event the Issuer elects to redeem the Investor Warrants pursuant to the provisions thereto, in no event shall the Placement Agent contact any will be engaged as exclusive warrant solicitation agent at least 20 calendar days prior to the time notice of the investors set forth on Schedule B2 hereto redemption is delivered to holders of Investor Warrants. The engagement letter will provide for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable payment to the Placement Agent hereunder shall be reduced of a cash fee of 5% of the net cash proceeds from the exercise of each Investor Warrant exercised by any payment paid an Investor Warrant holder that has been solicited by OPCO or the Company to such third partyPlacement Agent following a redemption notice, together with a mutually agreeable expense reimbursement cap.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer Company will pay at each Closing (as defined in Section 4I 4(e) below) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to 10% of the gross proceeds from the sale of the Units Securities consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; Closing, provided, however, that no cash commission the Agent Cash Fee shall be paid ultimately reduced to 3% with respect to sales of Securities (ix) to any parties that were introduced by the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors Company (collectively, the “Old NotesCompany Introductions”) and any Convertible Notes for which (y) that are initiated through the efforts of qualified finders introduced by the Company located outside of the United States (“Foreign Finders” and sales facilitated through such efforts, hereinafter, “Foreign Finder Related Sales”). In that regard, the Company will notify the Placement Agent was previously paid a cash commission and (ii) investments of any Foreign Finders that wish to participate in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of shall use its best efforts to have such Foreign Finders execute Referral Agreements with the Placement Agent governing, among other things, compensation matters, with Foreign Finder Related Sales being deposited in the Escrow Account (as defined below). To the extent that any potential Foreign Finder does not execute a Referral Agreement with the Placement Agent, alternative arrangements with respect to receive payments from participation in the Issuer aggregating 10Offering in compliance with all applicable laws will be discussed by the parties hereto, but in all events, except as otherwise agreed to by the Placement Agent, the Placement Agent shall be entitled to an Agent Cash Fee of not less than 3% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rightson Foreign Finder Related Sales. (b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer Company will issue to the Placement Agent (or its designee(s)) for nominal consideration, five-year warrants (the “Agent Warrants”) to purchase such number of shares of the Company’s Common Stock (the shares of Common Stock issuable upon exercise as is equal to 10% of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that aggregate number of shares of Common Stock equaling 10% and Pre-Funded Warrant Shares sold in this Offering. The exercise price of the number of Agent Warrants shall be based on the applicable price the shares of Common Stock or Pre-Funded Warrants sold at each Closing (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.”). The Agent Warrants will be exercisable on a “cashless” basis for the five year period following issuance. The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer Company promptly following the Final Closing and the Issuer Company shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. Notwithstanding the above, the Agent Warrant coverage shall be 5% with respect to sales of shares of Common Stock and/or Pre-Funded Warrants to Company Introductions and Foreign Finder Related Sales. (c) At each Closing (as defined in section 4I below)Closing, the Issuer Company will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale aggregate purchase price of the Units consummated Securities sold at such Closing (inclusive of sales to Company Introductions and Foreign Finder Related Sales) (the “Agent Expense Allowance”), provided that the . The Agent Expense Allowance payable at the First Closing shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and $25,000 advance paid to Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notespreviously. The Placement Agent will not bear any of IssuerCompany’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including all of its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offering. (d) The Issuer Company shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer Company (other than through open or public market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units Securities in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer Company upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder shareholder communications by the Company to its stockholdersshareholders, including those Tail Investors that are stockholders shareholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) right of first refusal with respect to an offering pursuant to the provisions of Section 3(f)3(e) below, the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of upon the First Closing, the Issuer Company hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve six (126) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead or co-placement agent for any proposed private placement pursuant to Regulation D of the IssuerCompany’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly ) that is proposed to be consummated to investors without in the United States with the assistance of a registered broker-broker dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer Company determines to pursue such a private placement financing pursuant to Regulation D during the ROFR Term in which and wishes to engage a third party placement agent will be engagedto assist in connection with such offering, the Issuer Company shall promptly provide Aegis the Placement Agent with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis the Placement Agent does not accept in writing such offer to act as lead or co-placement agent with respect to such private placement offering upon the terms proposed, then the Issuer Company shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent or underwriter are not materially less favorable to the Issuer Company than the terms included in the Notice. AegisThe Placement Agent’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement offering during the ROFR Term. Each of OPCO The Company represents and the Issuer represent and warrant warrants that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the IssuerCompany’s securities to which Aegis’s ’ preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with The Company, upon each Closing of the Offering, the Issuer will shall pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Cash Fee”) to the Placement Agent a placement fee equal to ten percent (10% %) of the gross proceeds derived from the sale of the Units consummated at such Closing Shares subscribed for (subject to reduction at the sole discretion “Placement Agent Fee”), in cash, whether the sale was directly the result of the Placement Agent; provided’s efforts or any other party utilized by the Placement Agent that is legally permitted to effect such sales (including, howeverbut not limited to, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7FINRA members, 2016 and Perceptive Advisors (collectivelyas selling agents, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments may permit to participate in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 heretoOffering). The Placement Agent will also receive Fees are to be deducted by the right for designees of the Placement Escrow Agent to receive payments from the Issuer aggregating 10% of funds received by the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made Escrow Agent at the same time as payments are made to the holders of the Royalty Payment Rightseach Closing. (b) As additional compensation, at or within ten (10) business days following the Final Closingcompensation for Placement Agent’s services, the Issuer will issue Company shall grant and deliver to the Placement Agent (or its designee(s)designated nominees) for nominal consideration, at each Closing warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of the a number of shares of Common Stock (ithe “Placement Agent Warrants”) included equal to ten percent (10%) of the number of Shares sold in the Units sold or exchanged Offering. If the Offering is consummated by means of more than one Closing, the Placement Agent shall be entitled to receive Placement Agent Warrants at all closings each Closing. The Placement Agent Warrants shall be exercisable at any time during the five (excluding all Units exchanged for Old Notes)5)-year period after the date of issuance, and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at shall have an exercise price of $5.00 1.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 share and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate provisions pertaining to cashless exercise provisions exercise, standard anti-dilution protection and shall not be callable piggyback registration rights as are customarily contained in warrants received by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be a placement agent in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Lettersimilar transactions. (c) At each Closing (as defined in section 4I below), the Issuer will pay Aegis a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by If the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to receives an investment (other than in the exchange for Units Offering) during the period commencing upon the termination of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO to the Placement Agent’s counsel upon the execution engagement hereunder and delivery of the term sheet with respect to the Share Exchange and the Offering. ending one (d1) The Issuer shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering year thereafter (the “Tail InvestorsPeriod”) at from any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed accredited retail investor first identified by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom sub-agent of Placement Agent prior to the Company had already commenced discussions). (h) The Company hereby grants commencement of the Offering, the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to a fee equal to ten percent (i10%) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closinggross amount invested. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In Upon the initial closing of the Offering the Company shall pay to the Placement Agent a non-refundable retention fee of Twenty-Five Thousand Dollars ($25,000) and issue to the Placement Agent 500,000 shares of the Company’s Common Stock. The retention fee is to be deducted by the Escrow Agent from the Funds received in the Escrow Account at such initial Closing. (b) As compensation for the services to be rendered by the Placement Agent, in connection with the sale of Units in the Offering, the Issuer will pay at Company, upon each Closing (as defined in Section 4I below) a cash fee (of the “Agent Cash Fee”) Offering, shall pay to the Placement Agent a placement fee equal to ten percent (10% %) of the gross proceeds derived from the sale of the Units consummated at such Closing (subject to reduction at subscribed for by investors introduced by the sole discretion Placement Agent or sub-agents of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for Agent which the Placement Agent was previously paid a cash commission and (ii) investments may permit to participate in the Offering made by (x) current shareholders of OPCOthe “Placement Agent Fee”), (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 heretoin cash. The Placement Agent will also receive Fees are to be deducted by the right for designees of the Placement Escrow Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment Rights. (b) As additional compensation, at or within ten (10) business days following the Final Closing, the Issuer will issue to the Placement Agent (or its designee(s)) for nominal consideration, warrants (the “Agent Warrants”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of the number of shares of Common Stock (i) included Funds received in the Units sold or exchanged Escrow Account at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement Agent. The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First each Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction Letter. (c) At each Closing (as defined in section 4I below)Closing, the Issuer Company will pay Aegis the Placement Agent a non-non- accountable expense allowance equal to 3% five percent (5%) of the gross proceeds from the sale of the Units consummated at such Closing (the “Placement Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuerthe Company’s or OPCO’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis The Placement Agent will pay for its own expenses, including its legal fees and expenses, from the Placement Agent Expense Allowance. The Placement Agent Expense Allowance will is to be reduced deducted by the $25,000 paid by OPCO to Escrow Agent from the Placement Agent’s counsel upon funds received in the execution and delivery of the term sheet with respect to the Share Exchange and the OfferingEscrow Account at each Closing. (d) The Issuer As additional compensation for Placement Agent’s services, the Company shall also pay grant and issue deliver to the Placement Agent (or its designated nominees) warrants to purchase a number of Units (the “Placement Agent Compensation calculated according Warrants”) equal to the percentages set forth in Sections 3(a) and ten percent (b10%) of this Agreementthe number of Units sold in the Offering. If the Offering is consummated by means of more than one Closing, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 hereto) and with whom the shall be entitled to receive Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) Warrants at any time prior to the earlier of the date that is twelve (12) months after the Termination Date or the Final Closing (“Tail Period”), whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the each Closing. The Placement Agent Warrants shall be exercisable at any time during the Tail Period. The names five (5) year period after the date of Tail Investors issuance shall be provided have an exercise price of $1.75 per share and shall contain provisions pertaining to cashless exercise, standard anti-dilution protection and piggyback registration rights as are customarily contained in writing warrants received by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall applysimilar transactions. (g) At the First Closing, the Issuer and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three (3) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactions) with any party introduced to the Company by the Placement Agent, then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where the Company had previously been introduced to such party by someone other than the Placement Agent or a party with whom the Company had already commenced discussions). (h) The Company hereby grants the Placement Agent the right to appoint one (1) member of the Company’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering. The initial Aegis Director shall be Sxxxxx Xxxxxxxx, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the Company. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to other directors of the Company, including the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final Closing. (i) Notwithstanding any other provision of this Section 3, in no event shall the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating to sub-clause (i) or (ii)) as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.

Placement Agent Compensation. (a) In connection with the Offering, the Issuer will pay at each Closing (as defined in Section 4I below) a cash fee (the “Agent Cash Fee”) to the Placement Agent equal to 10% of the gross proceeds from the sale of the Units consummated at such Closing (subject to reduction at the sole discretion of the Placement Agent; provided, however, that no cash commission shall be paid with respect to (i) the exchange for Units of Convertible Notes issued to the holders before November 7, 2016 and Perceptive Advisors (collectively, the “Old Notes”) and any Convertible Notes for which the Placement Agent was previously paid a cash commission and (ii) investments in the Offering made by (x) current shareholders of OPCO, (y) Perceptive Advisors and (z) certain other investors as set forth on Schedule B1 and B2 hereto. The Placement Agent will also receive the right for designees of the Placement Agent to receive payments from the Issuer aggregating 10% of the amount of payments paid to the holders of the Preferred Shares sold in this Offering as a result of such holders’ Royalty Payment Rights, such payments to be made at the same time as payments are made to the holders of the Royalty Payment RightsClosing. (b) As additional compensation, compensation at or within ten (10) business days following the Final Closing, each Closing the Issuer will issue to the Placement Agent (or its designee(s)) for nominal consideration, warrants (the “Agent Warrants;” the Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation”) to purchase shares of Common Stock (the shares of Common Stock issuable upon exercise of the Agent Warrants are hereinafter referred to as the “Agent Warrant Shares” and the Agent Warrants and the Agent Warrant Shares are collectively referred to as the “Agent Securities”). The Agent Warrants shall be exercisable for that number of shares of Common Stock equaling 10% of the number of shares of Common Stock (i) included in the Units sold or exchanged at all closings (excluding all Units exchanged for Old Notes), and (ii) underlying the Preferred Shares included in the Units sold or exchanged at all Closings (as defined below) (excluding all Units exchanged for Old Notes), at an exercise price of $5.00 1.00 per share. There will be no Agent Warrants issued with respect to any Units purchased by any share and (ii) issuable upon exercise of the investors set forth on Schedule B1 and B2 hereto; provided, however, that Warrants at an exercise price of $1.00 per share (the “Agent Warrants shall be issued in connection with the Units purchased by Perceptive Advisors in the Offering as agreed to by the Issuer and the Placement AgentWarrants”). The Agent’s Warrants shall be exercisable until the date that is five (5) years after the First Closing, shall contain immediate cashless exercise provisions and shall not be callable by the Issuer. The Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively as “Agent Compensation.” The Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Issuer following the Final Closing and the Issuer shall deliver such Agent Warrants to the Placement Agent within ten (10) business days following the delivery of the Agent Warrant Instruction LetterCompany. (c) At each Closing (as defined in section 4I below)Closing, the Issuer will pay Aegis the Placement Agent a non-accountable expense allowance equal to 3% of the gross proceeds from the sale of the Units consummated at such Closing (the “Agent Expense Allowance”), provided that the Agent Expense Allowance shall be reduced to 1.5% with respect to investments made by existing stockholders of OPCO, Perceptive Advisors, and certain other institutional investors as agreed by the Company and Aegis as set forth on Schedules B1 and B2 hereto provided further that no expense allowance shall be paid with respect to the exchange for Units of the Convertible Notes. The Placement Agent will not bear any of Issuer’s or OPCOJBT’s respective legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. Aegis The Placement Agent will pay for its own expenses, including its legal fees and expenses, from the Agent Expense Allowance. The Agent Expense Allowance will be reduced by the $25,000 paid by OPCO JBT to the Placement Agent’s counsel Agent upon the execution and delivery of the term sheet with respect to the Share Exchange and the Offeringsheet. (d) The Issuer Company shall also pay and issue to the Placement Agent the Agent Compensation calculated according to the percentages set forth in Sections 3(a) and (b) of this Agreement, if any person or entity contacted by the Placement Agent and provided with a Memorandum during the Offering Period (other than existing shareholders of OPCO and the investors set forth on Schedules B1 and B2 heretoJBT) and with whom the Placement Agent has discussions regarding a potential investment in the Offering, invests in the Issuer Company (other than through open market purchases or securities purchased in any underwritten public offering) and irrespective of whether such potential investor purchased Units in the Offering (the “Tail Investors”) at any time prior to the earlier of the date that is twelve eighteen (1218) months after the Termination Date or the Final Closing (“Tail Period”)Closing, whichever is applicable; provided, however, that the Tail Period shall terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the Tail Period. The names of Tail Investors shall be provided in writing by the Placement Agent to the Issuer upon written request within 10 days following the Termination Date or the Final Closing, as the case may be Closing (the “Tail Investor List”); provided, that such Tail Investor List shall include persons or entities that actually received a copy of the Memorandum. The Company acknowledges and agrees that the Tail Investor List is proprietary to the Placement Agent, shall be maintained in strict confidence by the Company and those persons/entities on such list shall not be contacted by the Company without the Placement Agent’s prior written consent; provided, however, that such restrictions shall not apply to ordinary course stockholder communications by the Company to its stockholders, including those Tail Investors that are stockholders of the Company. In the event the Placement Agent exercises its ROFR (as defined below) with respect to an offering pursuant to the provisions of Section 3(f3(g), the specific compensation terms to the Placement Agent that are negotiated in such offering shall govern and the provisions of this Section 3(d) will not be operative with respect to such offering. (e) [Reserved] (f) Effective as of the First Closing, the Issuer hereby grants to Aegis, subject to Axxx X. Xxxxx’x continued employment by Aegis during the ROFR Term (as hereinafter defined), for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal (“ROFR”) solely to act as lead placement agent for any proposed private placement pursuant to Regulation D of the Issuer’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors without the assistance of a registered broker-dealer); provided, that such ROFR shall not apply to any offering of securities registered with the SEC and that the ROFR Term will terminate immediately in the event that Axxx X. Xxxxx is no longer employed by the Placement Agent at any time during the ROFR Term. In that regard, it is understood that if the Issuer determines to pursue a private placement financing pursuant to Regulation D during the ROFR Term in which a third party placement agent will be engaged, the Issuer shall promptly provide Aegis with a written notice of such intention and statement of terms (the “Notice”). If, within ten (10) business days of the receipt of the Notice, Aegis does not accept in writing such offer to act as lead placement agent with respect to such private placement upon the terms proposed, then the Issuer shall be entitled to engage a placement agent other than Aegis; provided that the terms of the compensation to be paid to such other placement agent are not materially less favorable to the Issuer than the terms included in the Notice. Aegis’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent private placement during the ROFR Term. Each of OPCO and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of OPCO’s or the Issuer’s securities to which Aegis’s preferential rights shall apply. (g) At the First Closing, the Issuer Company and the Placement Agent shall enter into a non-exclusive Finder’s Fee Agreement (the “Finder’s Agreement”), which will provide that, during the three two (32) year period following the later of the Termination Date or the First Closing, if the Company or any of its affiliates shall enter into any of the transactions enumerated in the Finder’s Agreement (such transactions to include business combinations, joint ventures, license agreements and related transactionscombinations with the Company) solely with any party introduced to the Company by the Placement AgentAgent (but not with respect to any party with which the Company (i) has previously been introduced to by a party other than Placement Agent or (ii) has already commenced discussions with), then the Company shall pay or cause to be paid to the Placement Agent a cash finder’s fee (the “Finder’s Fee”) payable in cash at the closing of such transaction, equal to 5% of the first $1 million of consideration paid by or to the Company, plus 4% of the next $1 million of consideration paid by or to the Company, plus 3% of the next $5 million of the consideration paid by or to the Company, plus 2.5% of any consideration paid by or to the Company in excess of $7 million; provided, however, that the Placement Agent will not be entitled to a finder’s 's fee entered into with any party with whom the Company had a pre-existing relationship prior to the date of the specific introduction (including situations where introduction. An initial list of parties will be agreed to between the Company had previously been and the Placement Agent prior to the execution of the Finder’s Agreement, which list will be updated from time to time for any new introductions that are made following the Closing and such list shall be deemed parties introduced to the Company by the Placement Agent. (f) In the event the Issuer elects to redeem the Warrants pursuant to the provisions thereto, the Placement Agent will be engaged as exclusive warrant solicitation agent at least 20 calendar days prior to the time notice of redemption is delivered to holders of Warrants. The engagement letter will provide for the payment to the Placement Agent of, inter alia, a cash fee of 5% of the net cash proceeds from the exercise of each Warrant exercised by a Warrant holder that has been solicited by the Placement Agent following a redemption notice. (g) Effective as of the First Closing, the Company hereby grants to the Placement Agent, for a period of twelve (12) months following the Final Closing (the “ROFR Term”), the irrevocable preferential right of first refusal to act as lead placement agent or underwriter for any proposed private placement or public offering of the Company’s securities (equity or debt, but excluding any institutional bank debt and any securities sold directly to investors). In that regard, it is understood that if the Company determines to pursue a financing during the ROFR Term in which a third party placement agent or underwriter will be engaged, the Company shall promptly provide the Placement Agent with a written notice of such party by someone intention and statement of terms (the “Notice”). If, within seven (7) business days of the receipt of the Notice, the Placement Agent does not accept in writing such offer to act as lead placement agent or underwriter with respect to such offering upon the terms proposed, then the Company shall be entitled to engage a placement agent or underwriter other than the Placement Agent Agent; provided that the terms of the compensation to be paid to such other placement agent or a party with whom underwriter are not materially less favorable to the Company had already commenced discussions)than the terms included in the Notice. The Placement Agent’s failure to exercise these preferential rights in any situation shall not affect its preferential rights to any subsequent offering during the ROFR Term. Each of JBT and the Issuer represent and warrant that no other person has any right to participate in any offer, sale or distribution of JBT’s or the Issuer’s securities to which the Placement Agent’s preferential rights shall apply. (h) The Company For a period of two (2) years from the First Closing, the Issuer hereby grants the Placement Agent the right to appoint one (1) member of the CompanyIssuer’s board of directors (the “Aegis Director”) effective as of the First Closing of the Offering). The initial Aegis Director shall be Sxxxxx XxxxxxxxDxxxx Xxxxxxx, who shall be appointed to the Board of Directors at the First Closing, with any successor Aegis Director chosen by the Placement Agent to be subject to the reasonable approval of the CompanyIssuer. The Aegis Director shall be entitled to (i) the same indemnification protections afforded to and director compensation (if any) as any other directors director of the Company, including Issuer and shall be subject to removal on the Company’s continued maintenance of an insurance policy providing liability insurance for directors and officers same terms as any other director of the Company, and (ii) cash and equity compensation in amounts to be determined based on the amounts made available to other non-employee directors of the Company. This provision shall terminate two years from the Final ClosingIssuer. (i) Notwithstanding any other provision The provisions of Sections 3(d), 3(g) and 3(h) of this Section 3, in no event Agreement shall terminate immediately upon the termination of Axxx Xxxxx’x or Rxxxxxxxx Xxxxxxxxx’x employment with the Placement Agent contact any of the investors set forth on Schedule B2 hereto for the purpose of (i) subscribing for Units in this Offering or (ii) any other investment in Issuer within twelve (12) months from the date of this Agreement (but the Placement Agent may contact such investors for purposes not relating ceases to sub-clause (i) or (ii)) do business as a third-party has the right to receive commissions from OPCO in the event that such investors invest in the OPCO for any reason during a certain period of time, all of which has been previously disclosed to the Placement Agent. In the event any investor on Schedule B2 acquires Units in this Offering, any fee, cash or otherwise, payable to the Placement Agent hereunder shall be reduced by any payment paid by OPCO or the Company to such third party.Aegis Capital Corp.