Exhibit 4.5


 


SUBSCRIPTION AND INFORMATION AGENT AGREEMENT


 


This Subscription
and Information Agent Agreement (the “Agreement”) is entered into as of this [___] day of [_____] 2017
by and between, [_____], organized and existing under the laws of [_____] (the “Corporation”), and Broadridge, Inc., a corporation having its principal offices in Philadelphia, Pennsylvania (“Broadridge”).


 


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WHEREAS, pursuant to a rights
offering (the “Rights Offering”),
the record and
beneficial holders of the Corporation’s common stock, par value $.01 per share (the “Common
Stock”) will be given the right (the “Subscription Rights”)
to subscribe for an aggregate of approximately [_____] Units, each consisting of one share of
Common Stock, and one Warrant,, in each case as more fully set forth in a prospectus and related offering documents (the “Offering
Documents”) to be prepared by the Corporation and filed with the Securities and
Exchange Commissionfor the purpose of effecting the Rights Offering; and


 


WHEREAS,
the Corporation has authorized and directed the Agent to hold funds submitted
by stockholders who exercise Subscription Rights (the “Subscription Funds”) in accordance with
the terms and provisions of this Agreement; and


 


WHEREAS, upon
the terms and conditions set forth in the applicable Offering
Documents, the Agent will record properly
exercised Subscription Rights from holders of the Common Stock on the Record Date (as defined in the applicable Offering Documents),
as well as record and deposit the Subscription Funds for
the purchase of the shares of Common Stock pursuant to the Rights
Offering; and 


 


WHEREAS, the
Corporation desires that Broadridge act as both Subscription
Agent and Information Agent under the Rights
Offering (the “Agent”), and Broadridge has indicated its willingness to do so.


 


NOW, THEREFORE,
in consideration of the mutual covenants contained herein, the parties hereto agree as follows:


 


1.
Appointment of Subscription and Information Agent. The Corporation hereby confirms the appointment of Broadridge
as Agent, and Broadridge hereby agrees to serve as Agent,
upon the terms and conditions set forth herein.


 


2.
Acceptance and Receipt of Subscription Documents.


 


A. After receiving from
the Corporation acknowledgement of the commencement of
the Rights Offering, the Agent shall promptly
mail to each holder of Common Stock as of the Record Date (a) the
appropriate Offering Documents as approved by the Corporation (which shall specify that the exercise
of Subscription Rights shall be effected, and risk
of loss of Subscription Funds shall pass, only upon receipt by the Agent of the properly completed Subscription Certificate
(as defined in the Offering Documents) and Subscription Funds required to effect the exercise
of Subscription Rights under the
Rights Offering) and (b) an envelope addressed to the Agent for use by such holder in exercising
his or her Subscription Rights (the “Mailing”).


 




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B.        The
Agent, upon receipt of Subscription Funds and duly, completely
and correctly executed Subscription Certificates and other documents
for the exercise of Subscription Rights, shall make note of such Subscriptions
and Subscription Funds with respect of the amount
of shares subscribed for. Upon closing of the Rights
Offering and as promptly as feasible upon the Agent’s receipt of the Corporation’s acceptance and approval
of said Subscription Certificates, (i) the Corporation
will authorize the Agent to no longer accept any subscription documents and to prepare the final subscription list, representing
the number of shares that are purchased in the Rights Offering together with the Warrants that will be issued (i) in book-entry,
or uncertificated, form meaning a direct registration (DRS) account statement from the Corporation’s Transfer Agent reflecting
ownership of the common stock and Warrantsfor which said stockholder has subscribed, or (ii) if said stockholder issues instructions
for the issuance of stock and warrant certificates by the Corporation’s Transfer Agent for those stockholders who deliver
written instructions to obtain their common stock and Warrants in the form of certificates (the “Certificates”)
and (ii) the Agent will release to the Corporation the aggregate
Subscription Funds minus any fees and expense reimbursements (incurred or reserved for disbursements) due to the Agent
from the Corporation (sections (i) and (ii) directly preceding
constituting the “Closing”). No interest on the Subscription Funds will accrue to either the Corporation
or the Corporation’s stockholders.


 


3.
Notification and Processing. The Agent is hereby authorized and directed to, and hereby agrees to perform certain
functions, including but not limited to the following:


 


A. Accept and respond
to all telephone requests from stockholders for information relative to the exercise
of Subscription Rights (except that Agent will not answer questions relating to the sufficiency of the consideration or
the tax implications of the Rights Offering); answer questions
regarding the proper method of exercising Subscription Rights,
including the completion of Subscription Certificates and other documents related to the Rights Offering; maintain a toll-free
number to respond to inquiries; provide assistance to holders of Common Stock and monitor the response to the Rights
Offering; enclose and re-mail the Subscriptions to interested holders of Common Stock; and provide periodic reports as
requested to the Corporation as to the status of the Rights Offering.


 


B. Date stamp each document
relating to its duties hereunder when received;


 


C. Receive and examine
all documents submitted to
it in connection with the exercise of rights under the Rights Offering for proper execution in accordance with the terms
thereof. If Common Stock applicable to a subscription is held
by more than one record holder, the applicable Offering
Documents must be signed by each such holder; if
a holder or joint holders (registrants) hold more than one position in the Corporation, as indicated by different accounts on
the relevant record holder list, then separate, properly
completed and executed subscriptions must be submitted
for each such position held by that or those joint holders (registrants).


 




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D. Retain or return
to any holders (as applicable) those Offering Documents
evidencing some deficiency in execution and make reasonable attempts to inform such holders of the need to correct any such deficiency;
In any instance where the Agent cannot reconcile such deficiencies, the Agent shall consult with the Corporation for instructions
as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation in
writing or email within twenty-four (24) hours after Agent first requests such instructions, Agent is authorized not to accept
such exercise of Subscription Rights and shall notify the exercising stockholder that its exercise is deficient;


 


E. Accept Subscription
Certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such capacity
is properly shown on the subscriptions and proper evidence
of their authority so to act has been submitted;


 


F. Accept subscriptions
for Common Stock to be issued other than in the
name that appears on the Corporation record stockholder
list submitted for such subscription, where (i) the
signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion
Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”),
or The Stock Exchanges Medallion Program (“SEMP”), (ii) any
necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefore are provided to the Agent, or
it is established by the holder that no such taxes are due and payable and (iii) the
“Special Issuance Instructions” on the Subscription
Certificate have been properly completed;


 


G. Retain all subscriptions
accepted and retain such documents pending further instructions from the Corporation;


 


H. Return at the Corporation’s
request any and all necessary records, information and material concerning and representing unsubscribed
Common Stock under the Rights Offering; and


 


I. Maintain on a continuing
basis a list of holders of Common Stock that have not yet subscribed
for Units pursuant to the Rights Offering.


 


4.
Concerning the Subscription and Information Agent.


 


The Agent:


 


		A.	Shall have no duties or obligations other than those set
forth herein, including those described under “Included Services” on Exhibit A, and no duties or obligations
shall be inferred or implied, nor shall Agent be obligated nor expected to perform those services described under “Non-Included
Services” on Exhibit A



 


		B.	May rely on,
and shall be held harmless by, the Corporation in
acting upon any certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram electronic mail
or other document, or any security delivered to it, and reasonably believed by it to be genuine and to have been made or signed
by the proper party or parties;



 


		C.	May rely on and shall be held harmless by the Corporation
in acting upon written or oral instructions from the Corporation with respect to any matter relating to its acting as Agent;



 




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		D.	May consult on documents with counsel satisfactory to it
(including counsel for the Corporation) and shall be held harmless by the Corporation in relying on the advice or opinion of such
counsel in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or
opinion of such counsel;



 


		E.	Shall make the final determination as to whether or not
a Subscription Certificate received by Agent is duly, completely
and correctly executed in order to qualify for the Rights Offering
and Agent shall be held harmless by the Corporation in respect of any action taken, suffered or omitted by Agent hereunder in
good faith and in accordance with its determination; shall not be obligated to take any legal or other action hereunder which
might, in its judgment subject or expose it to any expense or liability unless it shall have been furnished with an indemnity
satisfactory to it;



 


		F.	Shall not be liable or responsible for any recital or statement
contained in any Offering Document or any other documents relating thereto; and



 


		G.	Shall not be liable or responsible for any failure of the
Corporation to comply with any of its obligations relating to the Offering, including without limitation obligations under applicable
regulation or law.



 


This Agreement does
not contemplate any service to be provided by Agent in the case where the conditions of the
Rights Offering have not been met in a timely manner. If necessary, service to be provided by Agent under such circumstances
and remuneration to Agent therefore, will be established in a mutual agreement between Agent and the Corporation, which will become
a part of this Agreement.


 


No later than the
business day after the Mailing, the Corporation will provide Agent with a list of talking points dealing with anticipated questions
from holders of Common Stock. It is understood and agreed that Agent will not provide tax advice, will not interpret tax regulations,
will not opine regarding the merits of the Rights Offering,
and will not provide any comments related to any legal proceedings related to the Corporation.


 


5.
Compensation of the Agent by the Corporation.


 


The Corporation shall
pay fees for the services rendered hereunder, as set forth in the Fee Schedule (attached hereto as Exhibit A). The Agent
shall also be entitled to reimbursement from the Corporation for all reasonable and necessary expenses paid or incurred by it
in connection with the administration by the Agent of its duties hereunder. One half of the total Agent fees (not including postage)
must be paid upon execution of this Agreement. The remaining half must be paid within fifteen (15) business days thereafter. An
invoice for any out-of-pocket and/or per item fees incurred will be rendered to and payable by the Corporation within fifteen
(15) days of the date of said invoice, except for invoiced estimated postage, printing and mailing expenses, which funds must
be received five (5) business days prior to the scheduled Mailing date. It is understood and agreed that all responsibilities
and duties of, and services to be performed by, Agent shall cease if full payment for its services has not been received in accordance
with the above schedule, and said services will not commence thereafter until all payment due has been received by Agent.


 




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6.
Reminder Mailings. The Corporation agrees that any follow up mailing program will be coordinated exclusively
through Agent, either by Agent or using a vendor that Agent has previously approved. Agent may conduct follow up mailings through
electronic mail, to the extent the email address of the intended recipient Stockholder has been provided by Corporation to Agent.


 


7.
Performance.


 


The Agent shall at
all times act in good faith and agrees to use its commercially reasonable efforts within reasonable time limits to insure the
accuracy and timeliness of all services performed under this Agreement.


 


8.
Indemnification, Limitation of Liability.


 


A. The Corporation covenants
and agrees to indemnify and to hold the Agent harmless
against any claims, actions, judgments, liabilities, costs, expenses (including reasonable fees of its legal counsel), losses
or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of its duties under
this Agreement. Promptly after the receipt by the Agent of notice of any demand or claim, or the commencement of any action, suit,
proceeding or investigation, the Agent shall notify the Corporation thereof in writing. The Corporation shall be entitled to participate
at its own expense in the defense of any such claim or proceeding, and, if it so elects at any time after receipt of such notice,
it may assume the defense of any suit brought to enforce any such claim or of any other legal action or proceeding. Agent will
not, without the Corporation’s prior consent, settle or compromise or consent to the entry of any judgment to any pending
or threatened Action in respect of which indemnification may be sought hereunder. For the purposes of this Section 8,
the phrase “any costs, expenses (including reasonable fees of its legal counsel), losses or damages” means
any amount paid or payable to satisfy any claim, demand, action, suit or proceeding settled, and all reasonable costs and expenses,
including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against
any such action, suit, proceeding or investigation.


 


B. Agent’s aggregate
liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from
all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited
to, and shall not exceed, the amounts paid or payable hereunder by the Corporation to Agent as fees and charges, but not including
reimbursable expenses.


 




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C. In the event any
question or dispute arises with respect to the proper interpretation of this Agreement or Agent’s duties hereunder or the
rights of the Corporation or of any Stockholders exercising Subscription Rights, Agent shall not be required to act and shall
not be held liable or responsible for refusing to act until the question or dispute has been judicially settled (and Agent may,
if it deems it advisable, but shall not be obligated to, file a suit in interpleader or for a declaratory judgment for such purpose)
by final judgment rendered by a court of competent jurisdiction, binding on all stockholders and parties interested in the matter
which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to Agent and
executed by the Corporation and each such stockholder and party. In addition, Agent may require for such purpose, but shall not
be obligated to require, the execution of such written settlement by all the stockholders and all other parties that may have
an interest in the settlement.


 


9.
Further Assurance. From time-to-time and after the date hereof, the Corporation shall deliver or cause to be
delivered to the Agent such further documents and instruments and shall do and cause to be done such further acts as the Agent
shall reasonably request (it being understood that the Agent shall have no obligation to make any such request) to carry out more
effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected
in acting hereunder.


 


10.
Term. The Corporation may terminate this Agreement at any time by providing 60 days written notification
to the Agent. The Agent may terminate this Agreement by providing the Corporation 60 days’ written notice, except that
Agent may terminate this agreement at any time Corporation has not paid in full an invoice from the Agent within the time period
described in section five (5) herein. Upon the effective date of termination of this Agreement, all cash and other payments, without
interest, and all other property then held by the Agent on behalf of the holders of Common Stock hereunder shall be delivered
by it to such successor agent or as otherwise shall be designated in writing by the parties hereto. Upon termination of this Agreement,
all subscription documents received and related documentation
will be returned to the Corporation.


 


11.
Notices. Until further notice in writing by either party hereto to the other party, all written reports, notices
and other communications between the Agent and the Corporation required or permitted hereunder shall be delivered or mailed by
first class mail, postage prepaid, addressed as follows:


 


	If to the Corporation, to:	 	 
	 	 	 
	If to the Agent, to:	 	Broadridge, Inc.

        1717 Arch Street, Suite 1300

        Philadelphia, PA 19103

        Attn: Re-Organization Department



 


12.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth
of Pennsylvania and shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and
assigns of the parties hereto.


 




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13.
Assignment.


 


A. Except as provided
in Section 13(B) below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without
the written consent of the other party.


 


B. The Agent may, without
further consent on the part of the Corporation, subcontract with subcontractors for systems, processing, telephone and mailing
services, and reminder mailing activities, as may be required from time to time; provided, however, that the Agent shall be fully
responsible to the Corporation for the acts and omissions of any subcontractor.


 


C. Except as explicitly
stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement
to anyone other than the Agent and the Corporation and the duties and responsibilities undertaken pursuant to this Agreement shall
be for the sole and exclusive benefit of the Agent and the Corporation. This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.


 


14.
Amendment. This Agreement may not be modified, amended or supplemented without an express written agreement
executed by each of the parties hereto.


 


15.
Counterparts. This Agreement may be executed in separate counterparts, each of which, when executed and delivered,
shall be an original, but all such counterparts shall together constitute but one and the same instrument.


 


16.
No Joint Venture. This Agreement does not constitute an agreement for a partnership or joint venture between
the Agent and the Corporation. Neither party shall make any commitments with third parties that are binding on the other party
without the other party’s prior written consent.


 


17.
Force Majeure. In the event either party is unable to perform its obligations under the terms of this Agreement
because of acts of God, strikes, equipment or transmission failure or damage that is reasonably beyond its control, or other cause
that is reasonably beyond its control (except, in the case of the Agent, for acts of subcontractors), such party shall not be
liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. Performance
under this Agreement shall resume when the affected party or parties are able to perform substantially that party’s duties.


 


18.
Consequential Damages. Neither party to this Agreement shall be liable for any consequential, indirect, special
or incidental damages under any provision of this Agreement or for any consequential, indirect, penal, special or incidental damages
arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility of such
damages.


 




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19.
Severability. If any provision of this Agreement shall be held invalid, unlawful, or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.


 


20.
Confidentiality. The Agent and the Company agree that all books, records, information and data pertaining to
the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement,
including the fees for services set forth in the attached schedule, shall remain confidential and shall not be voluntarily disclosed
to any third party (except the party’s attorneys, advisors and affiliates), except with the written approval of the other
party or as may be required by law or regulatory authority.


 


21.
Survival. The provisions of Sections 4, 5, 6, 8, 9, 11, 12, 13, 18,
20, 21 and 22 shall survive any termination of this Agreement.


 


22.
Merger of Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes
any prior agreement with respect to the subject matter hereof whether oral or written.


 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the
day and year first above written.


 


	BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC.	 	SECOND SIGHT MEDICAL PRODUCTS, INC.
	 	 	 
	By:	           	  	By:	              
	 	 	 	 	 
	Title:	 	 	Title:	 


 




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Exhibit A


 


AGENT FEES AND INCLUDED SERVICES


 


Subscription and Information Agent Fee of
$, plus $for each line item on Depository Trust Company's ATOP forms submitted to Agent. 


 


Extension of the Offering period Fee of $,
if applicable.


 


Agent shall be entitled to reimbursement of all reasonable
out-of-pocket expenses including but not limited to postage, stationery and supplies, which will be billed as incurred during
the performance of Agent’s duties hereunder, including without limitation:


 


Out of pocket expenses


 


		·	Postage
with shared Pre-Sort savings (to be paid in advance) 1



		·	Overnight
                                         delivery / courier service / photocopy service



		·	Envelopes
                                         – outer and BRE (Business Reply Envelopes) 1



		·	Brochures and
                                         enrollment materials



		·	Insurance and
                                         courier fees



		·	Printing of
                                         check forms and blank stock certificates



 


Although Agent may advance payment for these expenses and then
invoice Company, there are occasions when Agent may require advance payment toward large expense items.


 


INCLUDED SERVICES


 


		·	Designating
                                         a corporate action account manager to communicate with all parties hereto and their counsel
                                         to establish the terms, timing and procedures required to carry out Subscription Agent
                                         duties, including document review and execution of legal agreements,
                                         Subscription Certificates
                                         and other Rights Offering documents and communication materials, project management,
                                         and on-going project updates and reporting.



 


		·	Designating
                                         an Information Agent account manager to review and become familiar with all Offer
                                         Documents and provide expert assistance to holders of Common Stock related to
                                         matters concerning the Rights
                                         Offering.



 


		·	Preparing labels
                                         that include name, address for the mailing of
                                         Offering Documents.



 


		·	Collating and
                                         assembling Offering Documents
                                         and envelopes for mailing.



 


		·	Addressing
                                         and enclosing Offering
                                         Documents and return envelopes, for one-time, one-day mailing to holders of Common
                                         Stock.



 


 






1
Rates are subject to change upon U.S. and foreign postage rate increases.


 




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		·	Receiving,
                                         opening and logging in returned Subscription
                                         Certificates.



 


		·	Checking Subscription
                                         Certificates for validity against master list.



 


		·	Checking for
                                         proper execution of all of
                                         Subscription Certificates and other documents necessary to effect a proper exercise of
                                         Subscription Rights, including W-9’s
                                         (if applicable).



 


		·	Curing defective
                                         subscriptions,
                                         including telephoning and writing holders of Common Stock in connection with unsigned
                                         or improperly executed Subscription
                                         Certificates and other Offering Documents.



 


		·	Soliciting
                                         by mail W-9’s (if applicable) from holders of Common Stock who have not executed
                                         them or whose TIN’s do not match our records.



 


		·	Tracking and
                                         reporting as required the number of shares
                                         of Common Stock to which stockholders have subscribed.



 


		·	Sealing, addressing,
                                         posting (not including postage), and providing envelopes for mailing to holders of Common
                                         Stock.



 


		·	Providing stockholder
                                         relations services to all holders of Common Stock related to the Rights
                                         Offering, including phone, email, and regular mail inquiries.



 


NON-INCLUDED SERVICES


 


		·	Services associated
                                         with new duties, legislation or regulations which become effective after the date of
                                         this Agreement (these will be provided on an appraisal basis)



 


		·	Reasonable
                                         legal review fees if referred to outside counsel



 


		·	Overtime charges
                                         at 100% assessed in the event of late delivery of material for mailings, unless the target
                                         mail date is rescheduled



 


		·	Dedicated Toll
                                         Free 800 Number



 




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