Blueprint





 










 Exhibit
10.21



 



AEGIS CAPITAL CORP.


810
Seventh Avenue – 18th Floor



New York, New York 10019



Tel (212) 813-1010 / Fax (212) 813-1048


 


August
8, 2016


 


Adgero
Biopharmaceutical Holdings, Inc.

301 N.
Harrison St., Suite 9F #459
Princeton, NJ
08540


Attention:
Frank Pilkiewicz, Chief
Executive Officer


 


Gentlemen:


 


This
letter agreement (the “Agreement”) confirms the
engagement of Aegis Capital Corp. (“Aegis” or the
“Placement Agent”) by Adgero Biopharmaceutical
Holdings, Inc., a Delaware corporation (the “Company”),
to act as exclusive placement agent to the Company in connection
with a proposed offering (the “Offering”) of up to a
maximum of 200,000 units (“Units”) of its securities in
the amount of $1,000,000 (“Maximum Amount”), and up to
an aggregate amount of 200,000 additional Units in the amount of
$1,000,000 to cover over-allotments, if any (the
“Over-Allotment Amount”). Each Unit shall consist of
(i) one share of the
Company’s common stock, par value $0.0001 per share
(the “Common Stock”) and (ii) one warrant to purchase
one share of Common Stock, for a five year period at an initial
exercise price of $5.00 per share (each a “Warrant”).
The purchase price for the Units will
be $5.00 per Unit. The Offering shall be made in accordance
with the exemption from the registration requirements of the
Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder (collectively, the “Act”)
provided by Regulation D under the Act (“Regulation D”)
and the qualification and registration requirements of applicable
state and foreign securities or blue sky laws and regulations
pursuant to a subscription agreement, along with certain disclosure
materials about the Company (such agreement and related disclosure
materials, collectively, the “Disclosure Materials”).
Investors in the Offering will be persons who qualify as
“accredited investors” under Regulation D.


 


1.
Engagement. The
Company hereby engages Aegis during the Offering Period (as defined
below) as its exclusive Placement Agent with respect to this
Offering. In its capacity as Placement Agent, Aegis will provide
the Company with financial advice and assistance in connection with
the Offering, which may include assisting the Company in planning
the Offering, working with the Company in identifying potential
investors, and using Aegis’s reasonable efforts to assist in
arranging sales of the Units to investors. Placement of the Units
by the Placement Agent will be made on a “reasonable
efforts,” “no minimum” basis. All documents to be
used in the Offering, including, without limitation, the Disclosure
Materials, will be reviewed by, and subject to the approval of,
Aegis and its counsel, prior to their use in making offers or sales
of the Units. The Company will be responsible for updating,
amending and supplementing the Disclosure Materials prior to any
Closing (as defined below) of the Offering as required by
applicable laws. The Company represents and agrees that it will not
during the Offering Period (as defined below), directly or
indirectly, offer any of the Units for sale to, or solicit any
offers to buy from, any person or persons otherwise than through
Aegis as its exclusive Placement Agent in connection with the
Offering. The Company will furnish to Aegis all documents and
information regarding the Company and its business, operations,
financial matters and shareholders that Aegis may reasonably
request in connection with its services hereunder.


 


2.
Agent Compensation.
In connection with the Offering, Aegis will be paid a cash fee (the
“Placement Fee”) equal to ten percent (10%) of the
gross proceeds raised from the sale of Units in the Offering solely
from investors which Aegis introduces to the Company. The Placement
Fee shall be immediately paid by the Company to Aegis at each
Closing of the Offering.  In addition, the Placement Agent
shall receive warrants exercisable for that number of shares of Common Stock equaling
10% of the number of shares of Common Stock (i) included in
the Units at an exercise price of $5.00 per share and (ii) issuable
upon exercise of the Warrants at an exercise price of $5.00 per
share (“PA Warrants”). The
PA Warrants shall be exercisable until the date that is five (5)
years after the First Closing (as defined below) of the
Offering, shall contain immediate
cashless exercise provisions, shall not be callable by the
Company and otherwise contain the same terms as the Warrants
sold in the Offering . The
PA 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 Company following the Final Closing and the Company shall
deliver such PA Warrants to the Placement Agent within ten (10)
business days following the delivery of the Agent Warrant
Instruction Letter. The Company shall also pay and issue to
the Placement Agent the compensation calculated above if any person
or entity contacted by the Placement Agent and provided with the
Disclosure Materials during the Offering Period (other than shareholders of Adgero
Biopharmaceuticals, Inc. prior to January 11, 2016) and with
whom the Placement Agent has discussions regarding a potential
investment in the Offering, invests in the 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 eighteen (18) months after July 29, 2016 (the “Tail
Period”), whichever is applicable; provided, however, that
the Tail Period shall be reduced to twelve (12) months after July
29, 2016 in the event that Adam K. Stern 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 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 Disclosure
Materials. 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


 



 

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             3.
Expenses. The
Company shall bear all of its own expenses in connection with the
Offering, including but not limited to, its legal fees, accounting
fees and other related costs of the Offering. In addition, the
Company will pay Aegis a non-accountable expense allowance of 3% of
the gross proceeds of the Offering, to be paid at each Closing, to
cover its own legal fees and other related costs of the Offering
(“Expense Allowance”).


 


4.
Offering Period;
Escrow.


 


           (a)
The Units will be offered commencing on the date of the definitive
Disclosure Materials until August 31, 2016, unless extended by the
Company and the Placement Agent in writing to a date no later than
September 9, 2016, or terminated earlier as provided herein (the
“Offering Period”). The date on which the Offering
Period shall terminate shall be referred to as the
“Termination Date.”


 


          (b)
All funds for subscriptions received from the Offering will be
promptly forwarded by the Placement Agent or the Company, if
received by it, deposited into, a non-interest bearing escrow
account (the “Escrow Account”) established for such
purpose with Signature Bank (the “Escrow Agent”). All
such funds for subscriptions will be held in the Escrow Account
pursuant to the terms of an Escrow Deposit Agreement among the
Company, the Placement Agent and the Escrow Agent. The Company will
pay all fees related to the establishment and maintenance of the
Escrow Account. The
Company will either accept or reject, for any or no reason, the
subscription documents in a timely fashion and at each Closing the
Company will countersign the subscription documents and provide
duplicate copies of such documents to the Placement Agent for
distribution to the subscribers. The Placement Agent on the
Company’s behalf, will promptly return to subscribers
incomplete, improperly completed, improperly executed and rejected
subscriptions. If subscriptions have been accepted prior to
the Termination Date, in amounts deemed sufficient to hold a
closing at the discretion of the Company and the Placement Agent
and such funds have been collected by the Escrow Agent and all of
the conditions set forth elsewhere in this Agreement are fulfilled,
a closing shall be held promptly with respect to Units sold (the
“First Closing”). Subsequent closings (together with
the First Closing, each a “Closing”) may from time to
time be conducted at times mutually agreed to between the Placement
Agent and the Company with respect to additional Units sold, with
the final closing (“Final Closing”) to be held on or
prior to the earlier of the Termination Date and the date on which
the Maximum Amount has been subscribed for, provided that any
subsequent Closing will only occur in the event subscriptions have
been accepted and funds totaling amounts deemed sufficient by the
Placement Agent and the Company have been collected by the Escrow
Agent. The date of any Closing is hereinafter referred to as a
“Closing Date.” Delivery of payment for the accepted
subscriptions for Units from the funds held in the Escrow Account
will be made at each Closing against delivery of the securities
comprising the Units by the Company, net of amounts due to the
Placement Agent as of such Closing. Original securities comprising
Units will be in such authorized denominations and registered in
such names as the Placement Agent may request on or before the
Closing Date.


 



 

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5.
Further Representations
and Covenants of the Company.


 


(a) The
Company represents and agrees that (i) it has the corporate power
and authority to enter into and perform this Agreement and all
corporate action necessary for the authorization, execution,
delivery and performance of this Agreement has been taken, (ii)
this Agreement constitutes a legal, valid and binding obligation of
the Company enforceable in accordance with its terms, (iii) the
execution and performance of this Agreement by the Company and the
offer and sale of the Units in the Offering will not violate any
provision of the Company’s charter or bylaws or conflict with
any agreement or other instrument to which the Company is a party
or by which it is bound and (iv) any necessary approvals,
governmental and private, will be obtained by the Company before
the closing of the Offering.


 


(b) The
Company represents and warrants that the Disclosure Materials will
not as of the date of the offer or sale of the Units or the closing
date of any such sale, contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein or previously made, in
light of the circumstances under which they were made not
misleading. The Company will advise Aegis immediately of the
occurrence of any event or any other change known to the Company
prior to the Termination Date which results in the Disclosure
Materials containing an untrue statement of a material fact or
omitting to state a material fact required to be stated therein or
necessary to make the statements therein or previously made, in
light of the circumstance under which they were made, not
misleading. Aegis agrees to cease providing the Disclosure
Materials to prospective purchasers of the Units promptly upon
receiving any notice of an inaccuracy or omission in the Disclosure
Materials, until such time as the Company provides it with the
supplement or amendment correcting such.


 


(c)
The Company represents, warrants and agrees that it has not, as of
the date hereof, engaged the services of any other broker, agent,
advisor or finder in connection with any of the services
contemplated herein.


 



 

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(d) The
Company agrees to provide Aegis with due diligence materials upon
request. Upon written consent of the Company, Aegis may provide
copies of due diligence materials to investors in the Offering, if
requested.


 


(e) The
Company will file appropriate notices on Form D with the SEC and
shall promptly thereafter forward to the Placement Agent, any and
all reports on Form D as are required. The Blue Sky filings shall
be prepared by the Company’s counsel at the Company’s
expense.


 


(f) For the benefit of Aegis, the Company
and its wholly-owned subsidiary, Adgero Biopharmaceuticals, Inc.,
hereby incorporate by reference all of their representations and
warranties as set forth in Sections 2 and 2A of that certain
Placement Agency Agreement, dated January 11, 2016, by and among
the Company, Adgero Biopharmaceuticals, Inc. and Aegis (the
“PAA”), with the same force and effect as if
specifically set forth herein.


 


6.
Further Representations
and Covenants of the Placement Agent. For the benefit of the
Company, Aegis hereby incorporates by reference all of its
representations and warranties as set forth in Section 2B of the
PAA, with the same force and effect as if specifically set forth
herein.


 


7.Indemnification. The Company
agrees to indemnify and hold harmless Aegis in accordance with the
agreement set forth on Exhibit A attached hereto, the terms of
which are specifically incorporated herein by
reference.


 


            8.
Conditions of Placement
Agent’s Obligations. The obligations of the Placement
Agent hereunder are subject to the fulfillment, at or before each
Closing, of the following additional conditions:


 


            (a) Each
of the representations and warranties of the Company qualified as
to materiality shall be true and correct at all times prior to and
on the Closing Date, except to the extent any such representation
or warranty expressly speaks as of an earlier date, in which case
such representation or warranty shall be true and correct as of
such earlier date, and the representations and warranties of the
Company not qualified as to materiality shall be true and correct
in all material respects at all times prior to and on the Closing
Date, except to the extent any such representation or warranty
expressly speaks as of an earlier date, in which case such
representation or warranty shall be true and correct in all
material respects as of such earlier date.


 


               (b) The
Company shall have performed and complied in all material respects
with all agreements, covenants and conditions required to be
performed by, and complied with, it under the Transaction Documents
(as defined below) at or before the applicable
Closing.


 


               (c) No
order suspending the use of the Disclosure Materials or enjoining
the offering or sale of the Units shall have been issued, and no
proceedings for that purpose or a similar purpose shall have been
initiated or pending, or, to the best of the Company’s
knowledge, are contemplated or threatened.


 


               (d) No
judgment, writ, order, injunction, award or decree of or by any
court, or judge, justice or magistrate, including any bankruptcy
court or judge, or any order of or by any governmental authority,
shall have been issued, and no action or proceeding shall have been
instituted by any governmental authority, enjoining or preventing
the consummation of the transactions contemplated hereby or in the
other Transaction Documents.


 



 

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                (e) The
Placement Agent shall have received a certificate of the Chief
Executive Officer of the Company, dated as of each Closing Date,
certifying, in such detail as Placement Agent may reasonably
request, as to the fulfillment of the conditions set forth in
paragraphs (a), (b), (c) and (d) above.


 


                (f) The
Company shall have delivered to the Placement Agent: (i) at the
First Closing a currently dated good standing certificate from the
secretary of state of its jurisdiction of incorporation and each
jurisdiction in which the Company is qualified to do business as a
foreign corporation, and (ii) at the First Closing, certified
resolutions of the Company’s Board of Directors approving
this Agreement and the transaction and related documents set forth
in the Disclosure Materials (“Transaction Documents”),
and the transactions and agreements contemplated by this
Agreement.


 


                (g) At
each Closing, the Company shall pay and deliver to the Placement
Agent the applicable Placement Fee and Expense
Allowance.


 


                (h) At
each Closing, there shall have been delivered to the Placement
Agent a signed opinion of Lowenstein Sandler LLP, counsel to the
Company, dated as of the Closing Date, containing opinions
substantially similar to those provided Aegis, pursuant to the
terms of the PAA, in the Company’s prior private placement of
securities which terminated on July 29, 2016.


 


               (i) All
proceedings taken at or prior to the Closing in connection with the
authorization, issuance and sale of the Units and the PA Warrants
will be reasonably satisfactory in form and substance to the
Placement Agent and its counsel, and such counsel shall have been
furnished with all such documents, certificates and opinions as it
may reasonably request upon reasonable prior notice in connection
with the transactions contemplated hereby.


 


9.
Conditions of
Company’s Obligations. The obligations of Company
hereunder are subject to the fulfillment, at or before each
Closing, of the following additional conditions:


 


                (a) Each
of the representations and warranties made by the Placement Agent
shall be true and correct at all times prior to and on each Closing
Date.


 


                (b) The
Placement Agent shall have performed and complied in all material
respects with all agreements, covenants and conditions required to
be performed and complied with by it at or before the applicable
Closing.


 


                (c) The
Company shall have received a certificate of an officer of the
Placement Agent, dated as of each Closing Date, certifying, in such
detail as Company may reasonably request, as to the fulfillment of
the conditions set forth in subparagraphs (a) and (b)
above.


 


            10.
Termination. This
Agreement shall terminate if a Closing does not take place on or
before the third (3rd) calendar day
following the Termination Date or as soon thereafter as the funds
received from subscriptions have cleared the banking system in the
normal course of business. Either the Placement Agent or the
Company may terminate the Offering in its sole discretion before
any Closing upon written notice. The Company shall promptly pay to
the Placement Agent the amount of the Placement Agent’s
actual out-of-pocket expenses (including fees and disbursements of
legal counsel) not to exceed $12,500 in the event the termination
occurs prior to the First Closing upon presentation of
documentation demonstrating that such expenses have actually been
incurred if termination is based on any of the following: (i) the
Company terminates the Offering during the Offering Period for any
reason other than the Placement Agent’s fraud, willful
misconduct or gross negligence or material breach of this
Agreement; or (ii) the Placement Agent terminates the Offering
during the Offering Period because (a) the Company has not
performed any obligation under this Agreement or any representation
or warranty under this Agreement is inaccurate in any material
respect, (b) there has been, since the respective dates as of which
information is given in the Transaction Documents, any material
adverse change in the condition, financial or otherwise, of the
Company, or in the properties or the earnings, business affairs or
business prospects of the Company, whether or not arising in the
ordinary course of business, (c) there shall have occurred any
material adverse change in the financial markets in the United
States or any outbreak or escalation of hostilities or other
national or international calamity or crisis the effect of which is
such as to make it, in the judgment of the Placement Agent,
impracticable to market the securities or enforce contracts for the
sale of the Units, or (d) facts have come to the Placement
Agent’s attention that cause the Placement Agent to believe
that the Disclosure Materials contain an untrue statement of a
material fact or omits to state a material fact necessary in order
to make the statements therein, in the light of the circumstances
then existing, not misleading. Upon termination, all subscription
documents and payment for the Units shall be returned to the
respective subscribers, without interest or deduction.


 



 

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11.
Miscellaneous.


 


(a)
Governing Law;
Jurisdiction. This Agreement shall be governed by and
construed under the laws of the State of New York, without giving
effect to principles of conflict of laws. The parties
agree that any dispute, claim or controversy directly or
indirectly relating to or arising out of this Agreement, the
termination or validity hereof, any alleged breach of this
Agreement or the engagement contemplated hereby (any of the
foregoing, a “Claim”) shall be submitted to the
Judicial Arbitration and Mediation Services, Inc
(“JAMS”), or its successor, in New York, for final and
binding arbitration in front of a panel of three arbitrators with
JAMS in New York, New York under the JAMS Comprehensive Arbitration
Rules and Procedures (with each of Aegis and the Company choosing
one arbitrator, and the chosen arbitrators choosing the third
arbitrator).  The arbitrators shall, in their award, allocate
all of the costs of the arbitration, including the fees of the
arbitrators and the reasonable attorneys’ fees of the
prevailing party, against the party who did not prevail. The award
in the arbitration shall be final and binding. The arbitration
shall be governed by the Federal Arbitration Act, 9 U.S.C.
Sec.1-16, and the judgment upon the award rendered by the
arbitrators may be entered by any court having jurisdiction
thereof.  The Company and Aegis agree and consent to personal
jurisdiction, service of process and venue in any federal or state
court within the State and County of New York in connection with
any action brought to enforce an award in arbitration.


 


(b) Notices.
All notices and other
communications given or made pursuant hereto shall be in writing
and shall be deemed to have been duly given or made as of the date
delivered personally, or the date mailed if mailed by registered or
certified mail (postage prepaid, return receipt requested) to the
parties at the following addresses (or at such other address for a
party as shall be specified by like changes of address which shall
be effective upon receipt) or sent by facsimile transmission, with
confirmation received, or sent by electronic mail, on the date
sent, if sent to the Placement Agent, will be mailed, delivered or
telefaxed and confirmed to Aegis Capital Corp., 810 Seventh Ave, 11th Floor, New York, New York 10019,
Attention: Adam K. Stern, telefax number [●],
[●],
with a copy (which shall not constitute notice) to: Littman Krooks
LLP, 655 Third Avenue, 20th
floor, New York, NY
10017 Attention: Steven Uslaner, Esq., telefax number (212)
490-2990, suslaner@littmankrooks.com, if sent to the Company, will
be mailed, delivered or telefaxed and confirmed to Adgero
Biopharmaceuticals, Inc., 301 N. Harrison
St., Suite 9F #459, Princeton, NJ 08540, Attention: Frank Pilkiewicz, CEO,
frankgpilkiewicz@comcast.net with a copy (which shall not
constitute notice) to: Lowenstein Sandler LLP, 1251 Avenue of the
Americas, New York, NY 10020, Attn: Steven M. Skolnick, Esq.,
telefax number (973) 597 2477.


 


(c)
Entire Agreement; Binding
Effect. This Agreement constitutes the entire agreement
between the Company and Aegis with respect to the subject matter
hereof and supersedes and cancels any other agreements, oral or
written, with respect thereto. This Agreement may not be assigned
by either party without the prior written consent of the other
party. This Agreement shall be binding on the parties and their
respective successors and permitted assigns.


 



 

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(d) No
Commitment. The execution of
this Agreement does not constitute a commitment by Aegis or the
Company to consummate any transaction contemplated hereunder and
does not ensure the successful placement of securities of the
Company or the success of Aegis with respect to securing any
financing on behalf of the Company. No promises or representations
have been made except as expressly set forth in this Agreement and
the parties have not relied on any promises or representations
except as expressly set forth in this
Agreement.


 


(e) Confidentiality.
All material non-public information that has been or is given to
Aegis concerning the Company will be used by Aegis solely in the
course of the performance of its services hereunder and will be
treated as strictly confidential by Aegis except (a) for disclosure
of such information to its officers, employees and retained
professionals as necessary in order to perform its services
hereunder, who shall maintain such information in strict
confidence, (b) as such information becomes publicly available
through no fault of Aegis in violation of the terms hereof or (c)
as otherwise required by law or judicial or regulatory process
(provided that Aegis will give the Company prior written notice of
any such required disclosure). Aegis shall not distribute or use
non-public information without the Company’s written consent.
Aegis’s confidentiality and non-use obligations under this
Agreement shall survive the termination of this Agreement for a
period of two (2) years.


 


(f)
Severability. If
any provision of this Agreement is determined to be invalid or
unenforceable in any respect, then such determination will not
affect such provision in any other respect or any other provision
of this Agreement, which will remain in full force and effect. No material
provision of this Agreement shall be deemed waived and no breach
excused, unless such waiver or consent excusing the breach shall be
in writing and signed by the party to be charged with such waiver
or consent.


 


(g)
Independent
Contractor. In carrying out its responsibilities under this
letter, the parties agree that Aegis shall be an independent
contractor with complete supervision and control over its own
activities, and shall have no right or authority to assume or
create any obligation on behalf of the Company and Aegis’s
engagement by the Company shall not create any partnership, joint
venture or similar business relationship between the Company and
Aegis. Aegis shall have no restrictions on its ability to provide
services to companies other than the Company, except as stated
herein. Aegis shall be under no
obligation hereunder to make an independent appraisal of assets or
investigation or inquiry as to any information regarding, or any
representations of, the Company and shall have no liability
hereunder in regard thereto.


 


(h)
Advice Given; Public
Announcements. The Company agrees that all advice given by
Aegis in connection with its engagement hereunder is for the
benefit and use of the Company in considering the Offering to which
such advice relates, and the Company agrees that no such advice
shall be used for any other purpose or, except as required by law,
be disclosed, reproduced, disseminated, quoted or referred to at
any time, in any manner or for any purpose, nor shall any public
references to Aegis be made by or on behalf of the Company, in each
case without Aegis’s prior written consent, which consent
shall not be unreasonably withheld.


 


(i)
Non Contravention.
During the Offering Period, the Company shall not negotiate, enter
into or attempt to negotiate or enter into any agreement, covenant
or understanding, written or oral, with any other person or entity,
directly or indirectly, that could in any manner be construed to be
inconsistent with this agreement or could undermine any of the
rights or interests of Aegis, in, under or in respect of this
Agreement and agrees not to interfere with, circumvent, frustrate
or otherwise impede in any manner the realization by Aegis of any
of the objectives it seeks or benefits derived, or to be derived,
from any of the foregoing. Notwithstanding the foregoing, it is
agreed and understood that the Company will be permitted to solicit
current and prospective investors to invest in the
Offering.


 



 

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(k)
Limitation of
Liability. Except for gross negligence or willful
misconduct, the liability of Aegis pursuant to this Agreement shall
be limited to the aggregate Placement Fee received by Aegis
hereunder, if any, which shall not include any liability for
incidental, consequential or punitive damages.


 


(l)
Survival. The
obligations of the parties to pay any costs and expenses hereunder
and to provide indemnification pursuant to Section 7 shall survive
any termination or completion/expiration of the Offering. The
respective indemnities, agreements, representations, warranties and
other statements of the Company or the Placement Agent set forth in
or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of,
and regardless of any access to information by, the Company or the
Placement Agent, or any of their officers or directors or any
controlling person thereof, and will survive the sale of the Units.
In addition, the provisions of Section 2 respecting the
Company’s obligations to the Placement Agent during the Tail
Period and Section 11 hereto shall also survive the termination or
completion/expiration of this Offering.


 


(m) Counterparts.
This Agreement may be executed in one or more counterparts, all of
which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been
signed by each party and delivered to the other party, it being
understood that both parties need not sign the same
counterpart.  In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a
“.pdf” format data file, such signature shall create a
valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect
as if such facsimile or “.pdf” signature page were an
original thereof.


 


 



[SIGNATURE PAGE FOLLOWS]


 




 

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 Please
confirm your agreement to the foregoing below whereupon this letter
shall constitute a binding agreement between us.


 


 


Very
truly yours,


 


AEGIS
CAPITAL CORP.


 


 


By:
/S/Adam
Stern  


Name:
Adam Stern


Title:
Head of Private Equity Banking


 


 


Confirmed
and agreed to


as of
the date set forth above:


 



ADGERO BIOPHARMACEUTICALS HOLDINGS, INC.


 





By:/S/
Frank G. Pilkiewicz   


 Name: 
Frank G. Pilkiewicz






Title: Chief Executive Officer


 


 


With
respect to Section 5(f) only:


 



ADGERO BIOPHARMACEUTICALS, INC.


 


 


By:
/S/ Frank G.
Pilkiewicz   


 Name: 
Frank G. Pilkiewicz


Title: Chief
Executive Officer


 


 




 

9








 






EXHIBIT
A


 


 


 


August
8, 2016


 


Aegis
Capital Corp.


810
Seventh Avenue -11th floor


New
York, NY 10019


 


Gentlemen:


 


In
connection with our engagement of Aegis Capital ("Aegis") as our
placement agent, we hereby agree to indemnify and hold harmless
Aegis and its affiliates, and the respective controlling persons,
directors, officers, shareholders, agents (including sub-agents)
and employees of any of the foregoing (collectively the
"Indemnified Persons"), from and against any and all claims,
actions, suits, proceedings, damages, liabilities and related
expenses (including the reasonable fees and expenses of counsel)
incurred by any of them (collectively a "Claim"), which relate to or arise in any manner out of any
transaction, financing, or any other matter (collectively, the
"Matters") contemplated by the engagement letter of which this
Exhibit A forms a part and the performance by Aegis of the services
contemplated thereby, and will promptly reimburse each Indemnified
Person for all reasonable expenses (including reasonable fees and
expenses of legal counsel) as incurred in connection with the
investigation of, preparation for or defense of any pending or
threatened claim or any action or proceeding arising therefrom,
whether or not such Indemnified Party is a party. We will
not, however, be responsible to any Indemnified Person for any
Claim which is finally judicially determined to have resulted
primarily from the gross negligence or willful misconduct of any
Indemnified Person.


 



We also agree that no Indemnified Person shall have any liability
(whether direct or indirect, in contract or tort or otherwise) to
us related to, arising out of, or in connection with, any Matters,
the engagement of Aegis pursuant to, or the performance by Aegis of
the services contemplated by, our engagement letter, except to the
extent any loss, claim, damage or liability if found in a final
judgment by a court of competent jurisdiction to have resulted
primarily from Aegis’s gross negligence or willful
misconduct.


 


We
further agree that we will not, without the prior written consent
of Aegis, settle, compromise or consent to the entry of any
judgment in any pending or threatened Claim in respect of which
indemnification may be sought hereunder (whether or not any
Indemnified Person is an actual or potential party to such Claim),
unless such settlement, compromise or consent includes an
unconditional, irrevocable release of each Indemnified Person
hereunder from any and all liability arising out of such
Claim.


 


Promptly
upon receipt by an Indemnified Person of notice of any complaint or
the assertion or institution of any Claim with respect to which
indemnification is being sought hereunder, such Indemnified Person
shall notify us in writing of such complaint or of such assertion
or institution but failure to so notify us shall not relieve us
from any obligation we may have hereunder, unless and only to the
extent such failure results in the actual material harm to us or
materially prejudices our ability to defend such Claim on behalf of
such Indemnified Person. If we so elect or are requested by such
Indemnified Person, we will assume the defense of such Claim,
including the employment of counsel reasonably satisfactory to such
Indemnified Person and the payment of the fees and expenses of such
counsel. In the event, however, that legal counsel to such
Indemnified Person reasonably concludes (based upon advice of
counsel to the Indemnified Person) and provides written
correspondence to us, that having common counsel would present such
counsel with a conflict of interest or if the defendant in, or
target of, any such Claim, includes an Indemnified Person and us,
and legal counsel to such Indemnified Person reasonably concludes
that there may be legal defenses available to it or other
Indemnified Persons different from or in addition to those
available to us, then such Indemnified Person may employ its own
separate counsel to represent or defend it in any such Claim and we
shall pay the reasonable fees and expenses of such counsel;
provided, however, that in no event shall we be required to pay
fees, disbursements and other charges of separate counsel for more
than one firm of attorneys representing all Indemnified Persons
unless the defense of one Indemnified Person is unique or separate
from that of another Indemnified Person subject to the same claim
or action and such Indemnified Person provides written notice to us
of such circumstance (based upon advice of the counsel to the
Indemnified Person). Notwithstanding anything herein to the
contrary, if we fail timely or diligently to defend, contest, or
otherwise protect against any Claim, the Indemnified Party shall
have the right, but not the obligation, to defend, contest,
compromise, settle, assert cross claims or counterclaims or
otherwise protect against the same, and shall be fully indemnified
by us therefore, including without limitation, for the reasonable
fees and expenses of its counsel and all amounts paid as a result
of such Claim or the compromise or settlement thereof. In any Claim
in which we assume the defense, the Indemnified Person shall have
the right to participate in such Claim and to retain its own
counsel at its own expense.


 



 

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We
agree that if any indemnity sought by an Indemnified Person
hereunder is unavailable for any reason then (whether or not Aegis
is the Indemnified Person), we and Aegis shall contribute to the
Claim for which such indemnity is held unavailable in such
proportion as is appropriate to reflect the relative benefits to
us, on the one hand, and Aegis on the other, in connection with
Aegis 's engagement referred to above, subject to the limitation
that in no event shall the amount of Aegis 's contribution to such
Claim exceed the amount of fees actually received by Aegis from us
pursuant to Aegis 's engagement. We hereby agree that the relative
benefits to us, on the one hand, and Aegis on the other, with
respect to Aegis' engagement shall be deemed to be in the same
proportion as (a) the total value paid or proposed to be paid or
received by us pursuant to the Offering for which Aegis is engaged
to render services bears to (b) the fee paid or proposed to be paid
to Aegis in connection with such engagement.


 


Our
indemnity, reimbursement and contribution obligations under this
Agreement shall be in addition to, and shall in no way limit or
otherwise adversely affect any rights that any Indemnified Party
may have at law or at equity.


 


The
provisions of this agreement shall remain in full force and effect
following the completion or termination of Aegis's
engagement.


 


Very
truly yours,


 



ADGERO BIOPHARMACEUTICALS HOLDINGS, INC.


 


 



By: /S/ Frank G.
Pilkiewicz   


    
          Name:  Frank G. Pilkiewicz


Title: Chief Executive Officer


 



AEGIS CAPITAL CORP.   


 


 


By:
/S/Adam
Stern  


      Name:
Adam Stern


      Title:
Head of Private Equity Banking




 

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