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 Exhibit 4.4




REGISTRATION RIGHTS AGREEMENT


This
Registration Rights Agreement (this “Agreement”) is made and entered
into effective as of April 8, 2016 (the “Effective Date”) between Adgero
Biopharmaceuticals Holdings, Inc., a Delaware corporation (the
“Company”), and
the persons who have executed the signature page(s) hereto (each, a
“Purchaser” and
collectively, the “Purchasers”).



RECITALS:


WHEREAS, the
Company has entered into an Agreement and Plan of Merger with
Adgero Biopharmaceuticals, Inc., a Delaware corporation
(“Adgero”),
pursuant to which Adgero
Acquisition, Inc., a newly organized, wholly-owned subsidiary of
the Company has merged with and into Adgero, with Adgero remaining
as the surviving entity and a wholly-owned subsidiary of the
Company (the “Merger”);


WHEREAS,
simultaneously with the Merger and to provide the capital required
by the Company for working capital and other purposes, the Company
has offered in compliance with Rule 506(b) of Regulation D of the
Securities Act (as defined herein), to accredited investors in a
private placement transaction (the “PPO”), units (“Units”) of its securities, each
consisting of: (i) one (1) share of Common Stock (as defined below)
(the “Investor
Shares”), and (ii) a five-year warrant (the
“Investor
Warrants”) to purchase one (1) share of Common Stock
at an initial exercise price of $5.00 per Share;


WHEREAS, the
initial closing of the PPO and the closing of the Merger have taken
place on the Effective Date;


WHEREAS, in
connection with the Merger, the holders of certain warrants to
purchase Adgero Common Stock were issued new warrants to purchase
30,864 shares of Company Common Stock (the “Replacement
Warrants”);


WHEREAS,
simultaneously with the Merger and the PPO, certain of the
Company’s 6% convertible notes held by certain investors (the
“Bridge
Holders”) in the aggregate principal amount of
$35,000 (the
“Bridge Notes”),
will automatically convert into a quantity of Units equal to the
principal amount of Bridge Notes held by such Bridge Holders,
together with accrued interest thereon calculated through the date
of the initial closing of the PPO, divided by $5.00 (the
“Conversion”);
and


WHEREAS, in
connection with the Merger and the PPO, the Company agreed to
provide certain registration rights related to the Investor Shares
and the shares of Common Stock issuable upon exercise of the
Investor Warrants and Replacement Warrants, on the terms set forth
herein.


NOW,
THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants, and conditions set forth
herein, the parties mutually agree as follows:


1. Certain Definitions. As used in
this Agreement, the following terms shall have the following
respective meanings:



 

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“Agreement” has the
meaning given it in the preamble to this Agreement.


“Allowed Delay” has the
meaning given it in Section 3(e) of this Agreement.


“Approved Market” means
the Over-the-Counter Bulletin Board, the OTC Markets, the Nasdaq
Stock Market, the New York Stock Exchange or the NYSE
MKT.


“Blackout Period” means,
with respect to a registration, a period, in each case commencing
on the day immediately after the Company notifies the Purchasers
that they are required, because of the occurrence of an event of
the kind described in Section 4(f) hereof, to suspend offers and
sales of Registrable Securities during which the Company, in the
good faith judgment of its board of directors, determines (because
of the existence of, or in anticipation of, any acquisition,
financing activity, or other transaction involving the Company, or
the unavailability for reasons beyond the Company’s control
of any required financial statements, disclosure of information
which is in its best interest not to publicly disclose, or any
other event or condition of similar significance to the Company)
that the registration and distribution of the Registrable
Securities to be covered by such Registration Statement, if any,
would be seriously detrimental to the Company and its stockholders
and ending on the earlier of (1) the date upon which the material
non-public information commencing the Blackout Period is disclosed
to the public or ceases to be material and (2) such time as the
Company notifies the selling Holders that the Company will no
longer delay such filing of the Registration Statement, recommence
taking steps to make such Registration Statement effective, or
allow sales pursuant to such Registration Statement to
resume.


“Bridge Holders” has the
meaning given in the recitals of this Agreement.


“Bridge Notes” has the
meaning given in the recitals of this Agreement.


“Business Day” means any
day of the year, other than a Saturday, Sunday, or other day on
which the Commission is required or authorized to
close.


“Closing Price” has the
meaning given it in Section 3(f) of this Agreement.


“Commission” means the U.
S. Securities and Exchange Commission or any other applicable
federal agency at the time administering the Securities
Act.


“Common Stock” means the
common stock, par value $0.0001 per share, of the Company and any
and all shares of capital stock or other equity securities of: (i)
the Company which are added to or exchanged or substituted for the
Common Stock by reason of the declaration of any stock dividend or
stock split, the issuance of any distribution or the
reclassification, readjustment, recapitalization or other such
modification of the capital structure of the Company; and (ii) any
other corporation, now or hereafter organized under the laws of any
state or other governmental authority, with which the Company is
merged, which results from any consolidation or reorganization to
which the Company is a party, or to which is sold all or
substantially all of the shares or assets of the Company, if
immediately after such merger, consolidation, reorganization or
sale, the Company or the stockholders of the Company own equity
securities having in the aggregate more than 50% of the total
voting power of such other corporation.



 

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“Company” has the meaning
given it in the preamble to this Agreement.


“Conversion” has the
meaning given in the recitals of this Agreement.


“Effective Date” has the
meaning given it in the preamble to this Agreement.


“Effectiveness Period” has
the meaning given it in Section 4(a) of this
Agreement.


“Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.


“Family Member” means (a)
with respect to any individual, such individual’s spouse, any
descendants (whether natural or adopted), any trust all of the
beneficial interests of which are owned by any of such individuals
or by any of such individuals together with any organization
described in Section 501(c)(3) of the Internal Revenue Code of
1986, as amended, the estate of any such individual, and any
corporation, association, partnership or limited liability company
all of the equity interests of which are owned by those above
described individuals, trusts or organizations and (b) with respect
to any trust, the owners of the beneficial interests of such
trust.


 “Holder”
means each Purchaser, including any Bridge Holder, or any of such
Purchaser’s or Bridge Holder’s respective successors
and Permitted Assignees who acquire rights in accordance with this
Agreement with respect to any Registrable Securities directly or
indirectly from a Purchaser or Bridge Holder or from any Permitted
Assignee.


“Initial Public Offering”
means the
initial underwritten sale of equity securities by the Company
pursuant to an effective Registration Statement under the
Securities Act.


 “IPO
Engagement” has the meaning given it in Section 3(a)
of this Agreement.


“IPO Process Commencement
Date” has the meaning given it in Section 3(a) of this
Agreement.


“Investor Shares” has the
meaning given it in the recitals of this Agreement.


“Investor Warrants” has
the meaning given it in the recitals of this
Agreement.


“Joint Registrations
Statement” has the meaning given it in Section 3(a) of
this Agreement.


“Majority Holders” means
at any time Holders representing a majority of the Registrable
Securities.


“Merger” has the meaning
given in the recitals of this Agreement.


 “Permitted
Assignee” means (a) with respect to a partnership, its
partners or former partners in accordance with their partnership
interests, (b) with respect to a corporation, its stockholders in
accordance with their interest in the corporation, (c) with respect
to a limited liability company, its members or former members in
accordance with their interest in the limited liability company,
(d) with respect to an individual party, any Family Member of such
party, (e) an entity that is controlled by, controls, or is under
common control with a transferor, or (f) a party to this
Agreement.



 

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“Piggyback Registration”
means, in any registration of Common Stock as set forth in Section
3(b), the ability of holders of Registrable Securities to include
Registrable Securities in such registration.


“PPO” has the meaning
given in the recitals of this Agreement.


“Purchaser” has the
meaning given it in the preamble to this Agreement.


“Qualified Purchaser” has
the meaning given it in Section 3(d) of this
Agreement.


“Redemption Notice” has
the meaning given it in Section 3(f) of this
Agreement.


The
terms “register,”
“registered,” and
“registration” refer to a
registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the
declaration or ordering of the effectiveness of such registration
statement.


“Registrable Securities”
means the Investor Shares and the Registrable Warrant Shares but
excluding, subject to Section 3(e), (i) any Registrable Securities
that have been publicly sold or may be sold immediately without
registration under the Securities Act either pursuant to Rule 144
of the Securities Act or otherwise; (ii) any Registrable Securities
sold by a person in a transaction pursuant to a registration
statement filed under the Securities Act, or (iii) any Registrable
Securities that are at the time subject to an effective
registration statement under the Securities Act.


 “Registrable
Warrant Shares” means the shares of Common Stock
issued or issuable to each Holder upon exercise of the Investor
Warrants or Replacement Warrants, as the case may be.


“Registration Default
Date” means the date that is 150 days after the date
the Registration Statement is actually filed with the Commission;
provided however that the Registration Default Date is subject to
adjustment as set forth under Section 3(a) of this
Agreement


“Registration Default
Period” means the period following the Registration
Default Date during which any Registration Event occurs and is
continuing.


“Registration Event” means
the occurrence of any of the following events:


(a) the Company fails
to file with the Commission the Registration Statement on or before
the Registration Filing Date;


(b) the Registration
Statement is not declared effective by the Commission on or before
the Registration Default Date;



 

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(c) after the SEC
Effective Date, sales cannot be made pursuant to the Registration
Statement for any reason (including without limitation by reason of
a stop order, or the Company’s failure to update the
Registration Statement) except as excused pursuant to Section 3(e);
or


(d) 20
days after the SEC Effective Date, the Common Stock generally or
the Registrable Securities specifically are not listed or included
for quotation on an Approved Market, or trading of the Common Stock
is suspended or halted on the Approved Market, which at the time
constitutes the principal market for the Common Stock, for more
than two full, consecutive Trading Days; provided, however, that
such 20 day delay in the Common Stock being listed on an Approved
Market shall only be granted in the event the delay is solely the
result of issues raised by the Approved Market subsequent to the
SEC Effective Date and provided that the Company uses its
commercially reasonable efforts in curing any issues resulting in
such delay.


provided, however, a Registration Event
shall not be deemed to occur if: (1) all or substantially all
trading in equity securities (including the Common Stock) is
suspended or halted on the Approved Market for any length of time;
(2) the Company commences and pursues an Initial Public Offering,
as set forth in Section 3(a) of this Agreement; or (3) the Company
declares a Blackout Period; provided however that the Company shall
only be permitted to declare two (2) Blackout Periods per
year.


“Registration Filing Date”
means the date that is 60 days after date of the final closing of
the PPO, or if later, the termination of the PPO following an
initial closing of the PPO; provided however, that the Registration
Filing Date is subject to adjustment as set forth under Section
3(a) of this Agreement.


“Registration Statement”
means the registration statement that the Company is required to
file pursuant to this Agreement to register the Registrable
Securities.


“Release Date” has the
meaning given it in Section 3(f) of this Agreement.


“Replacement Warrants” has
the meaning given in the recitals of this Agreement.


“Rule 144” means Rule 144
promulgated by the Commission under the Securities
Act.


“Rule 145” means Rule 145
promulgated by the Commission under the Securities
Act.


“Rule 415” means
Rule 415 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the SEC having
substantially the same purpose and effect as such
Rule.


“Rule 424” means
Rule 424 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the SEC having
substantially the same purpose and effect as such
Rule.



 

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“Securities Act” means the
Securities Act of 1933, as amended, or any similar federal statute
promulgated in replacement thereof, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at
the time.


“SEC Effective Date” means
the date the Registration Statement is declared effective by the
Commission.


“Trading Day” means (a) if
the Common Stock is listed or quoted on an Approved Market, then
any day during which securities are generally eligible for trading
on the Approved Market, or (b) if the Common Stock is not then
listed or quoted and traded on an Approved Market, then any
Business Day.


“Transfer” has the meaning
given it in Section 3(f) of this Agreement.


“Units” has the meaning
given in the recitals of this Agreement.


2. Term. This Agreement shall
continue in full force and effect for a period of one year from the
SEC Effective Date, unless terminated sooner
hereunder.


3. Registration.


(a) Registration on Form S-1. Not
later than the Registration Filing Date, the Company shall file
with the Commission a Registration Statement on Form S-1, or other
applicable form, relating to the resale by the Holders of all of
the Registrable Securities, and the Company shall use its
commercially reasonably efforts to cause such Registration
Statement to be declared effective prior to the Registration
Default Date; provided, however, that in the event the
Company signs a letter of intent or comparable agreement with an
underwriter which contemplates an Initial Public Offering or holds
an organizational meeting for an Initial Public Offering or
otherwise orally engages an underwriter to begin working with the
Company towards an Initial Public Offering (an “IPO
Engagement”) prior
to the Registration Default Date (such applicable date, the
“IPO Process Commencement
Date”), then the Company shall, in satisfaction of the
foregoing obligation, file a joint registration statement covering
the primary shares to be issued in the Initial Public Offering and
the resale of  the Registrable Securities (”Joint Registration Statement”),
and, in such event, the  Registration Filing Date shall be
extended to a date that is seventy five (75) calendar days after
the IPO Process Commencement Date and the Registration Default Date
shall be extended to a date that is one hundred twenty (120)
calendar days after the initial filing of the Registration
Statement with the Commission.  If the Initial Public Offering
is abandoned at any time, then the Registration Filing Date will be
60 calendar days from the actual date of abandonment and the
Registration Default Date will be one hundred and fifty (150)
calendar days after the date of abandonment. The registration
rights under Section 3 shall not apply or be available to certain
affiliate holders.


(b) Piggyback Registration. In
addition to the Company agreement pursuant to Section 3(a) above,
if the Company shall determine to register for sale for cash any of
its Common Stock, for its own account or for the account of others
(other than the Holders), other than (i) Initial Public Offering,
(ii) a registration relating solely to employee benefit plans or
securities issued or issuable to employees, consultants (to the
extent the securities owned or to be owned by such consultants
could be registered on Form S-8) or any of their Family Members
(including a registration on Form S-8) or (iii) a registration
relating solely to a Securities Act Rule 145 transaction or a
registration on Form S-4 in connection with a merger, acquisition,
divestiture, reorganization or similar event, the Company shall
promptly give to the Holders written notice thereof (and in no
event shall such notice be given less than 20 calendar days prior
to the filing of such registration statement), and shall, subject
to Section 3(c), include as a Piggyback Registration all of the
Registrable Securities specified in a written request delivered by
the Holder thereof within 10 calendar days after receipt of such
written notice from the Company. However, the Company may, without
the consent of the Holders, withdraw such registration statement
prior to its becoming effective if the Company or such other
stockholders have elected to abandon the proposal to register the
securities proposed to be registered thereby.



 

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(c) Underwriting. If a Piggyback
Registration is for a registered public offering that is to be made
by an underwriting, the Company shall so advise the Holders of the
Registrable Securities eligible for inclusion in such Registration
Statement pursuant to Sections 3(b). In that event, the right of
any Holder to Piggyback Registration shall be conditioned upon such
Holder’s participation in such underwriting and the inclusion
of such Holder’s Registrable Securities in the underwriting
to the extent provided herein. All Holders proposing to sell any of
their Registrable Securities through such underwriting shall
(together with the Company and any other stockholders of the
Company selling their securities through such underwriting) enter
into an underwriting agreement in customary form with the
underwriter selected for such underwriting by the Company or the
selling stockholders, as applicable. Notwithstanding any other
provision of this Section, if the underwriter or the Company
determines that marketing factors require a limitation on the
number of shares of Common Stock or the amount of other securities
to be underwritten, the underwriter, at its sole discretion, may
exclude some or all Registrable Securities from such registration
and underwriting. The Company shall so advise all Holders (except
those Holders who failed to timely elect to include their
Registrable Securities through such underwriting or have indicated
to the Company their decision not to do so), and indicate to each
such Holder the number of shares of Registrable Securities that may
be included in the registration and underwriting, if any. The
number of shares of Registrable Securities to be included in such
registration and underwriting shall be allocated among such Holders
as follows:


(i) If the Piggyback
Registration was initiated by the Company, the number of shares
that may be included in the registration and underwriting shall be
allocated first to the Company and then, subject to obligations and
commitments existing as of the date hereof, to all selling
stockholders, including the Holders, who have requested to sell in
the registration on a pro rata basis according to the number of
shares requested to be included therein; or


(ii) If
the Piggyback Registration was initiated by the exercise of demand
registration rights by a stockholder or stockholders of the Company
(other than the Holders), then the number of shares that may be
included in the registration and underwriting shall be allocated
first to such selling stockholders who exercised such demand and
then, subject to obligations and commitments existing as of the
date hereof, to all other selling stockholders, including the
Holders, who have requested to sell in the registration on a pro
rata basis according to the number of shares requested to be
included therein.



 

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No
Registrable Securities excluded from the underwriting by reason of
the underwriter’s marketing limitation shall be included in
such registration and no liquidated damages as set forth in Section
3(d) shall accrue with respect to such excluded securities. If any
Holder disapproves of the terms of any such underwriting, such
Holder may elect to withdraw such Holder’s Registrable
Securities therefrom by delivering a written notice to the Company
and the underwriter. The Registrable Securities so withdrawn from
such underwriting shall also be withdrawn from such registration;
provided,
however, that, if
by the withdrawal of such Registrable Securities, a greater number
of Registrable Securities held by other Holders may be included in
such registration (up to the maximum of any limitation imposed by
the underwriters), then the Company shall offer to all Holders who
have included Registrable Securities in the registration the right
to include additional Registrable Securities pursuant to the terms
and limitations set forth herein in the same proportion used above
in determining the underwriter limitation.


(d) Occurrence
of Registration Event. If a Registration Event occurs, then
the Company will make payments to each Holder of Registrable
Securities (a “Qualified
Purchaser”), as liquidated damages for the amount of
damages to the Qualified Purchaser by reason thereof, at a rate
equal to 0.50% of the purchase price per Unit paid by such Holder
in the PPO for the Registrable Securities then held by each
Qualified Purchaser for each full period of 30 days of the
Registration Default Period (which shall be pro-rated for any
period less than 30 days); provided, however, if a Registration
Event occurs (or is continuing), liquidated damages shall be paid
only with respect to that portion of the Qualified
Purchaser’s Registrable Securities that cannot then be
immediately resold in reliance on Rule 144. Notwithstanding the
foregoing, the maximum amount of liquidated damages that may be
paid to any Qualified Purchaser pursuant to this Section 3(d) shall
be an amount equal to 6% of the purchase price per Unit paid by
such Holder in the PPO for the Registrable Securities held by such
Qualified Purchaser at the time of the first occurrence of a
Registration Event. Each such payment shall be due and payable
within five days after the end of each full 30-day period of the
Registration Default Period until the termination of the
Registration Default Period and within five days after such
termination. Such payments shall constitute the Qualified
Purchaser’s exclusive remedy for such events. If the Company
fails to pay any partial liquidated damages or refund pursuant to
this Section in full within seven days after the date payable, the
Company will pay interest thereon at a rate of 2% per annum (or
such lesser maximum amount that is permitted to be paid by
applicable law) to the Holder, accruing daily from the date such
partial liquidated damages are due until such amounts, plus all
such interest thereon, are paid in full. The Registration Default
Period shall terminate upon (i) the filing of the Registration
Statement in the case of clause (a) of the definition of
Registration Event, (ii) the SEC Effective Date in the case of
clause (b) of the definition of Registration Event, (iii) the
ability of the Qualified Purchaser to effect sales pursuant to the
Registration Statement in the case of clause (c) of the definition
of Registration Event, and (iv) the listing or inclusion and/or
trading of the Common Stock on an Approved Market, as the case may
be, in the case of clause (d) of the definition of Registration
Event. The amounts payable as liquidated damages pursuant to this
Section 3(d) shall be payable in lawful money of the United
States.


(e) Notwithstanding the
provisions of Section 3(d) above:



 

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(1)(a)
if the Commission does not declare the Registration Statement
effective on or before the Registration Default Date, or (b) if the
Commission allows the Registration Statement to be declared
effective at any time before or after the Registration Default
Date, subject to the withdrawal of certain Registrable Securities
from the Registration Statement, and the reason for (a) or (b) is
the Commission’s determination that (x) the offering of any
of the Registrable Securities constitutes a primary offering of
securities by the Company, (y) Rule 415 may not be relied upon for
the registration of the resale of any or all of the Registrable
Securities, and/or (z) a Holder of any Registrable Securities must
be named as an underwriter, the Holders understand and agree that
in the case of (b) the Company may reduce, on a pro rata basis, the total number of
Registrable Securities to be registered on behalf of each such
Holder, and, in the case of (a) or (b), that a Holder shall not be
entitled to any liquidated damages with respect to the Registrable
Securities not registered for the reason set forth in (a), or so
reduced on a pro rata basis
as set forth in (b). In any such pro rata reduction, the number of
Registrable Securities to be registered on such Registration
Statement will be reduced (i) first, by the Registrable Securities
represented by the Registrable Warrant Shares (applied, in the case
that some Registrable Warrant Shares may be registered, to the
Holders on a pro rata basis
based on the total number of unregistered Registrable Warrant
Shares held by such Holders on a fully diluted basis) and (ii)
second, by the Registrable Securities represented by Investor
Shares (applied, in the case that some Investor Shares may be
registered, to the Holders on a pro rata basis based on the total
number of unregistered Investor Shares held by such
Holders). In addition, any
such affected Holder shall be entitled to Piggyback Registration
rights after the Registration Statement is declared effective by
the Commission until such time as: (AA) all Registrable Securities
have been registered pursuant to an effective Registration
Statement, (BB) the Registrable Securities may be resold without
restriction pursuant to Rule 144 of the Securities Act, or (CC) the
Holder agrees to be named as an underwriter in any such
registration statement. The Holders acknowledge and agree the
provisions of this paragraph may apply to more than one
Registration Statement; and


(2)           For
not more than thirty (30) consecutive days or for a total of not
more than sixty (60) days in any twelve (12) month period, the
Company may suspend the use of any prospectus included in any
Registration Statement contemplated by this Section in the event
that the Company determines in good faith that such suspension is
necessary to (A) delay the disclosure of material non-public
information concerning the Company, the disclosure of which at the
time is not, in the good faith opinion of the Company, in the best
interests of the Company or (B) amend or supplement the affected
Registration Statement or the related prospectus so that such
Registration Statement or prospectus shall not include an 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, in the case of the prospectus in light of the
circumstances under which they were made, not misleading, including
in connection with the filing of a post-effective amendment to such
Registration Statement in connection with the Company’s
filing of an Annual Report on Form 10-K for any fiscal year (an
“Allowed
Delay”); provided, that the Company shall promptly (a)
notify each Holder in writing of the commencement of an Allowed
Delay, but shall not (without the prior written consent of an
Holder) disclose to such Holder any material non-public information
giving rise to an Allowed Delay, (b) advise the Holders in writing
to cease all sales under the Registration Statement until the end
of the Allowed Delay and (c) use commercially reasonable efforts to
terminate an Allowed Delay as promptly as practicable.



 

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In the
event of an Allowed Delay, the liquidated damages set forth in
Section 3(d) shall not accrue during such Allowed
Delay.


(f)           Holdback
Agreements. (A) Subject to paragraphs (B) and (C) below,
from and after the SEC Effective Date, each Holder understands that
(i) it shall not sell, offer, pledge, contract to sell, grant any
option or contract to purchase, purchase any option or contract to
sell, grant any right or warrant to purchase, lend or otherwise
transfer or encumber, directly or indirectly, any shares of the
Registrable Securities, nor shall such Holder enter into any swap,
hedging or other arrangement that transfers to another, in whole or
in part, any of the economic consequences of ownership of any
shares of the Registrable Securities (any of the foregoing under
(i), a “Transfer”) until the Release Date
(as defined below); provided, however, that such Holder shall
be permitted to Transfer up to 25% of such Holder’s Investor
Shares held by it, as the case may be, at any time on or after the
SEC Effective Date, and (ii) following the SEC Effective Date, it
shall be entitled to Transfer up to an additional 25% of such
Holder’s Investor Shares beginning at the end of each
successive 90 day period thereafter, such that after the Release
Date, all Registrable Securities (i.e. Investor Shares and
Registrable Warrant Shares) held by such Holder may be Transferred.
Each Holder hereby covenants and agrees that (x) it shall abide by
the restrictions set forth above and (y) the Company shall be
entitled to place “stop transfer” instructions with the
Company’s transfer agent in compliance with the above
restrictions. For purposes of this clause (f), the term
“Release Date”
shall mean 270 days from the SEC Effective Date; provided, that in
the event the Company delivers a notice of redemption to the
Holders of the Investor Warrants or the Replacement Warrants
(pursuant to the terms of such warrants) (the “Redemption Notice”), the
restrictions set forth above shall terminate effective on the date
of delivery of the Redemption Notice.


 


(B)
Notwithstanding Section 3(f)(A) above, in the event the Closing
Price is $15.00 or above (as adjusted for any stock split, share
dividends, share combinations, or the like) for 20 consecutive
Trading Days, all Registrable Securities shall be released from the
holdback agreements of paragraph (A) above. The “Closing
Price” means, for any
date, the price determined by the first of the following clauses
that applies:  (a) if the Common Stock is then listed or
quoted on the New York Stock Exchange, the NYSE MKT, the NASDAQ
Global Select Market, the NASDAQ Global Market or the NASDAQ
Capital Market or any other national securities exchange, the
closing price per share of the Common Stock for such date (or the
nearest preceding date) on the primary eligible market or exchange
on which the Common Stock is then listed or quoted; (b) if prices
for the Common Stock are then quoted on the OTC Bulletin Board or
any tier of the OTC Markets, the closing bid price per share of the
Common Stock for such date (or the nearest preceding date) so
quoted; or (c) if prices for the Common Stock are then reported in
the “Pink Sheets” published by the National Quotation
Bureau Incorporated (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent closing bid
price per share of the Common Stock so
reported.


 


4. Registration Procedures for
Registrable Securities. The Company will keep each Holder
reasonably advised as to the filing and effectiveness of the
Registration Statement. At its expense with respect to the
Registration Statement, the Company will:


(a) prepare and file
with the Commission with respect to the Registrable Securities, a
Registration Statement on Form S-1, or any other form for which the
Company then qualifies or which counsel for the Company shall deem
appropriate and which form shall be available for the sale of the
Registrable Securities in accordance with the intended methods of
distribution thereof, and use its commercially reasonable efforts
to cause such Registration Statement to become effective and shall
remain effective for a period of one year or for such shorter
period ending on the earlier to occur of (i) the date as of which
all of the Holders as selling stockholders thereunder may sell all
of the Registrable Securities registered for resale thereon without
restriction pursuant to Rule 144 (or any successor rule thereto)
promulgated under the Securities Act or (ii) the date when all of
the Registrable Securities registered thereunder shall have been
sold (the “Effectiveness Period”).
Thereafter, the Company shall be entitled to withdraw such
Registration Statement and the Purchasers shall have no further
right to offer or sell any of the Registrable Securities registered
for resale thereon pursuant to the respective Registration
Statement (or any prospectus relating thereto);



 

10







 






(b) if the Registration
Statement is subject to review by the Commission, respond in a
commercially reasonable manner to all comments and diligently
pursue resolution of any comments to the satisfaction of the
Commission;


(c) prepare and file
with the Commission such amendments and supplements to such
Registration Statement as may be necessary to keep such
Registration Statement effective during the Effectiveness
Period;


(d) furnish, without
charge, to each Holder of Registrable Securities covered by such
Registration Statement (i) a reasonable number of copies of such
Registration Statement (including any exhibits thereto other than
exhibits incorporated by reference), each amendment and supplement
thereto as such Holder may reasonably request, (ii) such number of
copies of the prospectus included in such Registration Statement
(including each preliminary prospectus and any other prospectus
filed under Rule 424 of the Securities Act) as such Holders may
reasonably request, in conformity with the requirements of the
Securities Act, and (iii) such other documents as such Holder may
require to consummate the disposition of the Registrable Securities
owned by such Holder, but only during the Effectiveness
Period;


(e) use its
commercially reasonable efforts to register or qualify such
registration under such other applicable securities laws of such
jurisdictions as any Holder of Registrable Securities covered by
such Registration Statement reasonably requests and as may be
necessary for the marketability of the Registrable Securities (such
request to be made by the time the applicable Registration
Statement is deemed effective by the Commission) and do any and all
other acts and things necessary to enable such Holder to consummate
the disposition in such jurisdictions of the Registrable Securities
owned by such Holder; provided, that the Company
shall not be required to (i) qualify generally to do business in
any jurisdiction where it would not otherwise be required to
qualify but for this paragraph, (ii) subject itself to taxation in
any such jurisdiction, or (iii) consent to general service of
process in any such jurisdiction.


(f) notify each Holder
of Registrable Securities, the disposition of which requires
delivery of a prospectus relating thereto under the Securities Act,
of the happening of any event (as promptly as practicable after
becoming aware of such event), which comes to the Company’s
attention, that will after the occurrence of such event cause the
prospectus included in such Registration Statement, if not amended
or supplemented, to contain an untrue statement of a material fact
or an omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading
and the Company shall promptly thereafter prepare and furnish to
such Holder a supplement or amendment to such prospectus (or
prepare and file appropriate reports under the Exchange Act) so
that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus shall not contain an untrue statement
of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading, unless suspension of the use of such prospectus
otherwise is authorized herein or in the event of a Blackout
Period, in which case no supplement or amendment need be furnished
(or Exchange Act filing made) until the termination of such
suspension or Blackout Period;



 

11







 






(g) comply, and
continue to comply during the Effectiveness Period, in all material
respects with the Securities Act and the Exchange Act and with all
applicable rules and regulations of the Commission with respect to
the disposition of all securities covered by such Registration
Statement;


(h) as promptly as
practicable after becoming aware of such event, notify each Holder
of Registrable Securities being offered or sold pursuant to the
Registration Statement of the issuance by the Commission of any
stop order or other suspension of effectiveness of the Registration
Statement;


(i) use
its commercially reasonable efforts to cause all the Registrable
Securities covered by the Registration Statement to be quoted on
such Approved Market on which securities of the same class or
series issued by the Company are then listed or
traded;


(j) provide a transfer
agent and registrar, which may be a single entity, for the shares
of Common Stock at all times;


(k) if requested by the
Holders, cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing Registrable
Securities to be delivered to a transferee pursuant to the
Registration Statement, which certificates shall be free, to the
extent permitted by applicable law, of all restrictive legends, and
to enable such Registrable Securities to be in such denominations
and registered in such names as any such Holders may
request;


(l) during the
Effectiveness Period, refrain from bidding for or purchasing any
Common Stock or any right to purchase Common Stock or attempting to
induce any person to purchase any such security or right if such
bid, purchase or attempt would in any way limit the right of the
Holders to sell Registrable Securities by reason of the limitations
set forth in Regulation M of the Exchange Act; and


(m) take all other
reasonable actions necessary to expedite and facilitate the
disposition by the Holders of the Registrable Securities pursuant
to the Registration Statement.


5. Suspension of Offers and Sales.
Each Holder agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in
Section 4(f) hereof or of the commencement of a Blackout Period,
such Holder shall discontinue the disposition of Registrable
Securities included in the Registration Statement until such
Holder’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 4(f) hereof or notice of the end
of the Blackout Period, and, if so directed by the Company, such
Holder shall deliver to the Company (at the Company’s
expense) all copies (including, without limitation, any and all
drafts), other than permanent file copies, then in such
Holder’s possession, of the prospectus covering such
Registrable Securities current at the time of receipt of such
notice.



 

12







 






6. Registration Expenses. The
Company shall pay all expenses in connection with any registration
obligation provided herein, including, without limitation, all
registration, filing, stock exchange fees, printing expenses, all
fees and expenses of complying with applicable securities laws, and
the fees and disbursements of counsel for the Company and of its
independent accountants; provided, that, in any
registration, each party shall pay for its own underwriting
discounts and commissions and transfer taxes. Except as provided in
this Section and Section 9, the Company shall not be responsible
for the expenses of any attorney or other advisor employed by a
Holder.


7. Assignment of Rights. No Holder
may assign its rights under this Agreement to any party without the
prior written consent of the Company; provided, however, that any Holder may
assign its rights under this Agreement without such consent to a
Permitted Assignee as long as (a) such transfer or assignment is
effected in accordance with applicable securities laws; (b) such
transferee or assignee agrees in writing to become subject to the
terms of this Agreement; and (c) such Holder notifies the Company
in writing of such transfer or assignment, stating the name and
address of the transferee or assignee and identifying the
Registrable Securities with respect to which such rights are being
transferred or assigned.


8. Information by Holder. A Holder
with Registrable Securities included in any registration shall
furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of
disposition of such securities as shall be required in order to
comply with any applicable law or regulation in connection with the
registration of such Holder’s Registrable Securities or any
qualification or compliance with respect to such Holder’s
Registrable Securities and referred to in this Agreement. A form of
Selling Stockholder Questionnaire is attached as Exhibit A hereto
for such purposes.


9. Indemnification.


(a) In the event of the
offer and sale of Registrable Securities under the Securities Act,
the Company shall, and hereby does, indemnify and hold harmless, to
the fullest extent permitted by law, each Holder, its directors,
officers, partners, each other person who participates as an
underwriter in the offering or sale of such securities, and each
other person, if any, who controls or is under common control with
such Holder or any such underwriter within the meaning of Section
15 of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, and expenses to which the Holder or
any such director, officer, partner or underwriter or controlling
person may become subject under the Securities Act, the Exchange
Act, or any other federal or state law, insofar as such losses,
claims, damages, liabilities or expenses (or actions or
proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon any untrue statement of any material
fact contained in any registration statement prepared and filed by
the Company under which Registrable Securities were registered
under the Securities Act, any preliminary prospectus, final
prospectus or summary prospectus contained therein, or any
amendment or supplement thereto, or any omission to state therein a
material fact required to be stated or necessary to make the
statements therein in light of the circumstances in which they were
made not misleading, or any violation or alleged violation of the
Securities Act, the Exchange Act, any state securities law or any
rule or regulation promulgated under the Securities Act, the
Exchange Act or any state securities law in connection with this
Agreement; and the Company shall reimburse the Holder, and each
such director, officer, partner, underwriter and controlling person
for any legal or any other expenses reasonably incurred by them in
connection with investigating, defending or settling any such loss,
claim, damage, liability, action or proceeding; provided, that such indemnity
agreement found in this Section 9(a) shall in no event exceed the
net proceeds from the PPO received by the Company; and provided further, that the
Company shall not be liable in any such case (i) to the extent that
any such loss, claim, damage, liability (or action or proceeding in
respect thereof) or expense arises out of or is based upon an
untrue statement in or omission from such registration statement,
any such preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by the
Holder specifically for use in the preparation thereof or (ii) if
the person asserting any such loss, claim, damage, liability (or
action or proceeding in respect thereof) who purchased the
Registrable Securities that are the subject thereof did not receive
a copy of the preliminary prospectus or the final prospectus (or
the final prospectus as amended or supplemented) at or prior to the
written confirmation of the sale of such Registrable Securities to
such person because of the failure of such Holder or underwriter to
so provide such preliminary or final prospectus and the untrue
statement or omission of a material fact made in such preliminary
prospectus was corrected in the amended preliminary or final
prospectus (or the final prospectus as amended or supplemented).
Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of the Holders, or any such
director, officer, partner, underwriter or controlling person and
shall survive the transfer of such shares by the
Holder.



 

13







 






(b) As a condition to
including Registrable Securities in any registration statement
filed pursuant to this Agreement, each Holder agrees to be bound by
the terms of this Section 9 and to indemnify and hold harmless, to
the fullest extent permitted by law, the Company, its directors and
officers, and each other person, if any, who controls the Company
within the meaning of Section 15 of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, to which
the Company or any such director or officer or controlling person
may become subject under the Securities Act, the Exchange Act, or
any other federal or state law, to the extent arising out of or
based solely upon: (x) such Holder’s failure to comply with
the prospectus delivery requirements of the Securities Act or (y)
any untrue or alleged untrue statement of a material fact contained
in any registration statement, any prospectus, or any form of
prospectus, or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any
omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not
misleading (i) to the extent, but only to the extent, that such
untrue statement or omission is contained in any information so
furnished in writing by such Holder to the Company specifically for
inclusion in the registration statement or such prospectus or (ii)
to the extent that (1) such untrue statements or omissions are
based solely upon information regarding such Holder furnished in
writing to the Company by such Holder expressly for use therein, or
to the extent that such information relates to such Holder or such
Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by
such Holder expressly for use in the Registration Statement, such
prospectus or such form of prospectus or in any amendment or
supplement thereto or (2) in the case of an occurrence of an event
of the type specified in Section 4(f) hereof, the use by such
Holder of an outdated or defective prospectus after the Company has
notified such Holder in writing that the prospectus is outdated or
defective and prior to the receipt by such Holder of the advice
contemplated in Section 4(f). In no event shall the liability of
any selling Holder hereunder be greater in amount than the dollar
amount of the net proceeds received by such Holder upon the sale of
the Registrable Securities giving rise to such indemnification
obligation.



 

14







 






(c) Promptly after
receipt by an indemnified party of notice of the commencement of
any action or proceeding involving a claim referred to in this
Section (including any governmental action), such indemnified party
shall, if a claim in respect thereof is to be made against an
indemnifying party, give written notice to the indemnifying party
of the commencement of such action; provided, that the failure of
any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under this
Section, except to the extent that the indemnifying party is
actually prejudiced by such failure to give notice. In case any
such action is brought against an indemnified party, unless in the
reasonable judgment of counsel to such indemnified party a conflict
of interest between such indemnified and indemnifying parties may
exist or the indemnified party may have defenses not available to
the indemnifying party in respect of such claim, the indemnifying
party shall be entitled to participate in and to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified
party and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof,
the indemnifying party shall not be liable to such indemnified
party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof, unless in such
indemnified party’s reasonable judgment a conflict of
interest between such indemnified and indemnifying parties arises
in respect of such claim after the assumption of the defenses
thereof or the indemnifying party fails to defend such claim in a
diligent manner, other than reasonable costs of investigation.
Neither an indemnified nor an indemnifying party shall be liable
for any settlement of any action or proceeding effected without its
consent. No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into
any settlement, which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect of such claim or
litigation. Notwithstanding anything to the contrary set forth
herein, and without limiting any of the rights set forth above, in
any event any party shall have the right to retain, at its own
expense, counsel with respect to the defense of a
claim.


(d) If an indemnifying
party does or is not permitted to assume the defense of an action
pursuant to Sections 9(c) or in the case of the expense
reimbursement obligation set forth in Sections 9(a) and (b), the
indemnification required by Sections 9(a) and 9(b) shall be made by
periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills received or expenses,
losses, damages, or liabilities are incurred.


(e) If the
indemnification provided for in Section 9(a) or 9(b) is held by a
court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage or expense
referred to herein, the indemnifying party, in lieu of indemnifying
such indemnified party hereunder, shall (i) contribute to the
amount paid or payable by such indemnified party as a result of
such loss, liability, claim, damage or expense as is appropriate to
reflect the proportionate relative fault of the indemnifying party
on the one hand and the indemnified party on the other (determined
by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission relates to
information supplied by the indemnifying party or the indemnified
party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue
statement or omission), or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law or provides a
lesser sum to the indemnified party than the amount hereinafter
calculated, not only the proportionate relative fault of the
indemnifying party and the indemnified party, but also the relative
benefits received by the indemnifying party on the one hand and the
indemnified party on the other, as well as any other relevant
equitable considerations. No indemnified party guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any
indemnifying party who was not guilty of such fraudulent
misrepresentation.



 

15







 






(f) Other Indemnification.
Indemnification similar to that specified in this Section (with
appropriate modifications) shall be given by the Company and each
Holder of Registrable Securities with respect to any required
registration or other qualification of securities under any federal
or state law or regulation or governmental authority other than the
Securities Act.


10. Rule
144. With a view to making
available to the Holders the benefits of Rule 144 and any other
rule or regulation of the Commission that may at any time permit
the Holders to sell the Registrable Securities to the public
without registration, the Company agrees: (i) to make and keep
public information available as those terms are understood in Rule
144, (ii) to file with the Commission in a timely manner all
reports and other documents required to be filed by an issuer of
securities registered under the Securities Act or the Exchange Act
pursuant to Rule 144, (iii) as long as any Holder owns any
Registrable Securities, to furnish in writing upon such
Holder’s request a written statement by the Company that it
has complied with the reporting requirements of Rule 144 and of the
Securities Act and the Exchange Act, and to furnish to such Holder
a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents so filed by the
Company as may be reasonably requested in availing such Holder of
any rule or regulation of the Commission permitting the selling of
any such Registrable Securities without registration and (iv)
undertake any additional actions commercially reasonably necessary
to maintain the availability of the use of Rule
144.


11. Independent Nature of Each
Purchaser’s Obligations and Rights. The obligations of
each Purchaser under this Agreement are several and not joint with
the obligations of any other Purchaser, and each Purchaser shall
not be responsible in any way for the performance of the
obligations of any other Purchaser under this Agreement. Nothing
contained herein and no action taken by any Purchaser pursuant
hereto, shall be deemed to constitute such Purchasers as a
partnership, an association, a joint venture, or any other kind of
entity, or create a presumption that the Purchasers are in any way
acting in concert or as a group with respect to such obligations or
the transactions contemplated by this Agreement. Each Purchaser
shall be entitled to independently protect and enforce its rights,
including without limitation the rights arising out of this
Agreement, and it shall not be necessary for any other Purchaser to
be joined as an additional party in any proceeding for such
purpose.



 

16







 






12. Miscellaneous.


(a) Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the United States of America and the
State of New York, both substantive and remedial, without regard to
New York conflicts of law principles. Any judicial proceeding brought against either of
the parties to this Agreement or any dispute arising out of this
Agreement or any matter related hereto shall be brought in the
courts of the State of New York, New York County, or in the United
States District Court for the Southern District of New York and, by
its execution and delivery of this Agreement, each party to this
Agreement accepts the jurisdiction of such courts. The foregoing
consent to jurisdiction shall not be deemed to confer rights on any
person other than the parties to this
Agreement.


(b) Remedies. In the event of a
breach by the Company or by a Holder of any of their respective
obligations under this Agreement, each Holder or the Company, as
the case may be, in addition to being entitled to exercise all
rights granted by law and under this Agreement, including recovery
of damages, shall be entitled to specific performance of its rights
under this Agreement. The Company and each Holder agree that
monetary damages would not provide adequate compensation for any
losses incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the
event of any action for specific performance in respect of such
breach, it shall not assert or shall waive the defense that a
remedy at law would be adequate.


(c) Successors and Assigns. Except
as otherwise provided herein, the provisions hereof shall inure to
the benefit of, and be binding upon, the successors, Permitted
Assignees, executors and administrators of the parties
hereto.


(d) No Inconsistent Agreements. The
Company has not entered, as of the date hereof, and shall not
enter, on or after the date of this Agreement, into any agreement
with respect to its securities that would have the effect of
impairing the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof.


(e) Entire Agreement. This
Agreement constitutes the full and entire understanding and
agreement between the parties with regard to the subjects
hereof.


(f) Notices, etc. All notices or
other communications which are required or permitted under this
Agreement shall be in writing and sufficient if delivered by hand,
by facsimile transmission, by registered or certified mail, postage
pre-paid, by electronic mail, or by courier or overnight carrier,
to the persons at the addresses set forth below (or at such other
address as may be provided hereunder), and shall be deemed to have
been delivered as of the date so delivered:



 

17







 






If to
the Company to:


 


Adgero
Biopharmaceuticals Holdings, Inc.


301 N.
Harrison St., Suite 9F #459,


Princeton, NJ
08540


E-mail:
frankgpilkiewicz@comcast.net


 


with
copy to:


 


Lowenstein Sandler
LLP


1251
Avenue of the Americas


New
York, NY 10020


Attn:
Steven M. Skolnick, Esq.


Facsimile:
(973) 597-2477


 


If to
the Purchasers:


 


To each
Purchaser at the address set forth on the signature page hereto or
at such other address as any party shall have furnished to the
other parties in writing.


 


(g) Delays or Omissions. No delay
or omission to exercise any right, power or remedy accruing to any
Holder, upon any breach or default of the Company under this
Agreement, shall impair any such right, power or remedy of such
Holder nor shall it be construed to be a waiver of any such breach
or default, or an acquiescence therein, or of any similar breach or
default thereunder occurring; nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. Any waiver, permit, consent or
approval of any kind or character on the part of any Holder of any
breach or default under this Agreement, or any waiver on the part
of any Holder of any provisions or conditions of this Agreement,
must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under
this Agreement, or by law or otherwise afforded to any holder,
shall be cumulative and not alternative.


(h) Counterparts. This Agreement
may be executed in any number of counterparts, each of which shall
be enforceable against the parties actually executing such
counterparts, and all of which together shall constitute one
instrument. In the event that any signature is delivered by
facsimile transmission or electronic transmission via .PDF 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 electronic
signature page were an original thereof.


(i) Severability. In the case any
provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.


(j) Amendments. The provisions of
this Agreement may be amended at any time and from time to time,
and particular provisions of this Agreement may be waived, with and
only with an agreement or consent in writing signed by the Company
and the Majority Holders. The Purchasers acknowledge that by the
operation of this Section, the Majority Holders may have the right
and power to diminish or eliminate all rights of the Purchasers
under this Agreement.


[SIGNATURE
PAGES FOLLOW]




 






18








 






This
Registration Rights Agreement is hereby executed as of the date
first above written.



COMPANY:


ADGERO
BIOPHARMACEUTICALS


HOLDINGS,
INC.


 


 


By:
_________________________________
                                                              




Name:
Frank Pilkiewicz


Title:
Chief Executive Officer


 


EACH
PURCHASER’S SIGNATURE TO THE SUBSCRIPTION AGREEMENT DATED OF
EVEN DATE HEREWITH SHALL CONSTITUTE THE PURCHASER’S SIGNATURE
TO THIS REGISTRATION RIGHTS AGREEMENT.


 




 

19








 






This
Registration Rights Agreement is hereby executed as of the date
first above written.



Holder:


	


Entity:






 



Name of Entity: _____________________


 


By                                                                    


      Name
and Title: ________________


      Address:
________________


                    ________________


       Email:
____________________


 


	


       Number of Shares:
________________


 


	
 


	


Individual:


 


By                                                                    


      Name:
________________


      Address:
________________


                    ________________


      Email:
___________________



      Number of Shares:
________________


 


	
 


	
 







 




 

20








 






 


Exhibit
A


Selling
Stockholder Questionnaire


[See
Attached.]


 


 


 



 

21







 






 



WAIVER AND AMENDMENT OF REGISTRATION RIGHTS AGREEMENT


This
Waiver and Amendment of Registration Rights Agreement is made and
entered into effective as of the Effective Date (as defined below)
between Adgero Biopharmaceuticals Holdings, Inc., a Delaware
corporation (the “Company”), and the other parties
to the Registration Rights Agreement (the “Agreement”) dated April 8, 2016,
consisting of investors in the PPO (as defined below), certain
bridge note investors who exchanged their bridge notes for
securities identical to those sold in the PPO, and holders of
replacement warrants (“Replacement Warrants”) that were
issued in exchange for warrants to purchase shares of common stock
of Adgero Biopharmaceuticals, Inc., a Delaware corporation, in
connection with the Merger (as defined in the Agreement) (each, a
“Purchaser” and
collectively, the “Purchasers”).



RECITALS:


WHEREAS, the
Company has offered in compliance with Rule 506(b) of Regulation D
of the Securities Act, to accredited investors in a private
placement transaction with Aegis Capital Corp. acting as the
placement agent (the “PPO”), units of its securities,
each consisting of: (i) one (1) share of Common Stock (the
“Investor
Shares”), and (ii) a five-year warrant (the
“Investor
Warrants”) to purchase one (1) share of Common Stock
at an initial exercise price of $5.00 per Share;


WHEREAS, the
initial closing of the PPO occurred on or about April 8, 2016, four
subsequent closings of the PPO occurred on or about April 29, 2016,
May 31, 2016, June 9, 2016, and July 8, 2016, and the final closing
of the PPO occurred on July 29, 2016;


WHEREAS, in
connection with the PPO, the Company agreed to provide certain
registration rights related to the Investor Shares and the shares
of Common Stock issuable upon exercise of the Investor Warrants and
the Replacement Warrants, including the filing of a Registration
Statement on Form S-1, or other applicable form, relating to the
resale by the Holders of all of the Registrable Securities not
later than the Registration Filing Date;


WHEREAS, the
occurrence of a Registration Event entitles the Holders to certain
liquidated damages pursuant to Section 3(d) of the
Agreement;


WHEREAS, Section
12(j) of the Agreement provides that the provisions of the
Agreement may be amended at any time and from time to time, and
particular provisions of the Agreement may be waived, with and only
with an agreement or consent in writing signed by the Company and
the Majority Holders, and the parties hereto wish to make clear
that any liquidated damages that have accrued through the Effective
Date, or that will continue to accrue through the Registration
Filing Date (as defined below) pursuant to the Agreement, will be
waived.


NOW,
THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants, and conditions set forth
herein, the parties mutually agree as follows:


1. Definitions. All capitalized
terms used but not specifically defined herein shall have the same
meanings given such terms in the Agreement.



 

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2. Amendment.  The following
terms, whether used herein or in the Agreement, shall be deemed to
be amended to read as follows:


“Registration Filing Date“
means the date on which the Registration Statement is filed with
the Commission.


3. Waiver. The Holders waive any
claims and rights to liquidated damages that have arisen under the
Agreement prior to the Effective Date hereof or that will continue
to accrue through the Registration Filing Date (as defined
herein).


4. Miscellaneous.


(a) Governing Law. This Amendment
shall be governed by and construed in accordance with the laws of
the United States of America and the State of New York, both
substantive and remedial, without regard to New York conflicts of
law principles.


(b) Successors and Assigns. Except
as otherwise provided herein, the provisions hereof shall inure to
the benefit of, and be binding upon, all Purchasers, and the
successors, Permitted Assignees, executors and administrators of
the parties hereto.


(c) Counterparts. This Amendment
may be executed in any number of counterparts, each of which shall
be enforceable against the parties actually executing such
counterparts, and all of which together shall constitute one
instrument. In the event that any signature is delivered by
facsimile transmission or electronic transmission via .PDF 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 electronic
signature page were an original thereof.


(d) Severability. In the case any
provision of this Waiver and Amendment shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby. Any inconsistency between the provisions of this Waiver
and Amendment and the Agreement shall be resolved in favor of the
provisions of this Waiver and Amendment. In all other respects, the
Agreement shall remain in full force and effect.


(e) Effective Date. The provisions
of this Waiver and Amendment shall become effective and binding
upon all Purchasers immediately upon execution by Purchasers
constituting the Majority Holders (the “Effective Date”).


 


 


[Signature Pages Follow]




 

23








 






This
Waiver and Amendment of Registration Rights Agreement is hereby
executed as of this [__]th day of October
2016.






	

 

	



COMPANY:


ADGERO
BIOPHARMACEUTICALS HOLDINGS, INC.

  


	

 


	

 

	

 

	

 

	

 


	
 

	
By:  

	
 

	

 


	

 

	

Name:    



	
Frank G.
Pilkiewicz

	

 


	

 

	

Title:


	Chief Executive
Officer	

 












 [Signature Page to Waiver]


 


 







24








 






 


This
Waiver and Amendment of Registration Rights Agreement is hereby
executed as of this [__]th day of October
2016.


 



PURCHASER OR HOLDER:


	


Entity:



Name of Entity: _____________________


 


By                                                                    


   
  Name and Title: ________________


  
   Address: ________________


                   ________________


      Email:
____________________


 


	


      Number of Shares:
________________



      Number of Warrants:
________________


 


	

 


 


 



Individual:


 


 


    
_________________________________


    
Name: ________________


     Address:
________________


                   ________________


     Email:
___________________



     Number of Shares:
________________



     Number of Warrants:
________________


 


 







 


 


 


 [Signature
Page to Waiver]


 


 


 


 


 


 


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