Exhibit 10.32


 





 


February 7, 2017


STRICTLY CONFIDENTIAL


 


Biostage, Inc.


84 October Hill Road


Suite 11


Holliston, MA 01746


Attn: James McGorry, President and Chief Executive
Officer


 


Dear Mr. McGorry:


 


Reference is made to the
engagement agreement (the “Engagement Agreement”), dated January 3, 2017, by and between Biostage, Inc. (the
“Company”) and Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC (“Rodman”),
pursuant to which Rodman shall serve as the exclusive agent, advisor or underwriter of the Company in connection with an Offering
(as defined in the Engagement Agreement) filed on Form S-1 on a best-efforts basis.


 


The Company and Rodman
hereby agree to amend the Engagement Agreement, as follows:


 


Section A.2 is hereby amended
and restated in its entirety to read as follows:


 


Warrant Coverage.
The Company shall issue to Rodman or its designees at the Closing, warrants (the “Rodman Warrants”) to purchase
that number of shares of common stock of the Company equal to 5% of the aggregate number of shares of Common Stock placed in the
Offering (and if the Securities are convertible or include a “greenshoe” or “additional investment” option
component, such number of shares of Common Stock underlying such Securities or options). If the Securities included in the Offering
are non-convertible, the Rodman Warrants shall be determined by dividing the gross proceeds raised in the Offering divided by the
then market price of the Common Stock. The Rodman Warrants shall have the same terms as the warrants issued to investors in the
Offering, except that such Rodman Warrant shall have an exercise price equal to 125% of the public offering price per share in
the Offering. If no warrants are issued to investors in the Offering, the Rodman Warrants shall be in a customary form reasonably
acceptable to the Company and to Rodman, have a term of 5 years and an exercise price equal to 125% of the then market price of
the Common Stock.


 





 



 


430
Park Avenue | New York, New York 10022 | 212.356.0500 | www.hcwco.com


Member:
FINRA/SIPC


 






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Section A.5 is hereby amended
and restated in its entirety to read as follows:


 


Right of First
Refusal; Participation. Upon the successful completion of the Offering, if within the 12-month period thereafter the Company
or any of its subsidiaries (a) decides to dispose of or acquire business units or acquire any of its outstanding securities or
make any exchange or tender offer or enter into a merger, consolidation or other business combination or any recapitalization,
reorganization, restructuring or other similar transaction, including, without limitation, an extraordinary dividend or distributions
or a spin-off or split-off, and the Company decides to retain a financial advisor for such transaction, Rodman (or any affiliate
designated by Rodman) shall have the right to act as the Company’s exclusive financial advisor for any such transaction;
or (b) decides to finance or refinance any indebtedness using a manager or agent, Rodman (or any affiliate designated by Rodman)
shall have the right to act as lead book runner, lead manager, lead placement agent or lead agent with respect to such financing
or refinancing; or (c) decides to raise funds by means of a public offering or a private placement of equity or debt securities
using an underwriter or placement agent, other than sales to Aspire Capital under the Company’s purchase agreement with Aspire
Capital or an modification or replacement thereof on similar terms, Rodman (or any affiliate designated by Rodman) shall have the
right to act as book runner, underwriter or placement agent for such financing, including lead book runner, underwriter or placement
agent during the first 6 months; provided, however, during the first 6 months Rodman shall receive 100% of the investment banking
economics paid by the Company and thereafter as lead book runner, underwriter or placement agent not less than 50% of the investment
banking economics paid by the Company. If Rodman or one of its affiliates decides to accept any such engagement, the agreement
governing such engagement will contain, among other things, provisions for customary fees for transactions of similar size and
nature and the provisions of this Agreement, including indemnification, which are appropriate to such a transaction. If Rodman
should decline such retention or fails to respond within 7 business days’ notice of the Company, the Company shall have no
further obligations to Rodman under this Section 5 as to such financing.


 


Except as expressly set
forth above, all of the terms and conditions of the Engagement Agreement shall continue in full force and effect after the execution
of this agreement and shall not be in any way changed, modified or superseded by the terms set forth herein. Defined terms used
herein but not defined herein shall have the meanings given to such terms in the Engagement Agreement.


 


This agreement may be
executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts
shall be deemed an original and all of such counterparts together shall constitute one and the same agreement. 


 





 



 


430
Park Avenue | New York, New York 10022 | 212.356.0500 | www.hcwco.com


Member:
FINRA/SIPC


 




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IN WITNESS WHEREOF, this agreement
is executed as of the date first set forth above.


 


	 	 	Very truly yours,
	 	 	 
	 	 	RODMAN & RENSHAW, A UNIT OF H.C. WAINWRIGHT & CO., LLC
	 	 	 	 
	 	 	By 	/s/ Mark W. Viklund
	 	 	 	Name: Mark W. Viklund
	 	 	 	Title:   Chief Executive Officer


 


	Accepted and Agreed:	 	 
	 	 	 
	BIOSTAGE, INC.	 	 
	 	 	 	 
	By	/s/ Thomas McNaughton	 	 
	 	Name: Thomas McNaughton	 	 
	 	Title:   Chief Financial Officer	 	 





 





 



 


430
Park Avenue | New York, New York 10022 | 212.356.0500 | www.hcwco.com


Member:
FINRA/SIPC


 








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