Exhibit 10.11(c)


 


FIRST AMENDMENT TO PLACEMENT
AGENCY AGREEMENT


DATED NOVEMBER 14, 2013


AND


SECOND AMENDMENT TO PLACEMENT
AGENCY AGREEMENT


DATED DECEMBER 5, 2013


 


THIS FIRST AMENDMENT TO
PLACEMENT AGENCY AGREEMENT DATED NOVEMBER 14, 2013 AND SECOND AMENDMENT TO PLACEMENT AGENCY AGREEMENT DATED DECEMBER 5, 2013 (the
“Amendment”) is made this 21st day of October, 2014 among Gottbetter Capital Markets, LLC (the “Placement
Agent”), Ekso Bionics Holdings, Inc. (the “Company”), and Ekso Bionics, Inc. (“Ekso Bionics”).
Capitalized terms not otherwise defined in this Amendment will have the meanings given in the PPO Agency Agreement (as defined
below).


 


WHEREAS, in connection
with the offering of Bridge Notes by Ekso Bionics (“Bridge Note Offering”), the Placement Agent and Ekso Bionics
entered into a Placement Agency Agreement dated November 14, 2013 (the “Bridge Agency Agreement”). The Placement
Agent and EDI Financial, Inc. (the “EDI Sub Agent”) entered into a Subagency Agreement dated November 6, 2013
(the “EDI Bridge Subagency Agreement”) for the Bridge Note Offering;


 


WHEREAS, in connection
with the subsequent offering of Units by the Company (“Unit Offering”), the Placement Agent and the Company entered
into a separate Placement Agency Agreement dated December 5, 2013, as amended on January 28, 2014 (“PPO Agency Agreement”
and, together with the Bridge Agency Agreement, the “Agency Agreements”) for the Unit Offering. The Placement
Agent and the EDI Sub Agent entered into aseparate Subgency Agreement dated December 9, 2013 (the “PPO EDI Subagency Agreement”
and, together with the EDI Bridge Subagency Agreement, the “EDI Subagency Agreements”) for the Unit Offering.
The Placement Agent and Dinosaur Securities, L.L.C. (the “Dinosaur Sub Agent” and, together with the EDI Sub
Agent, the “Sub Agents”) entered into a Subagency Agreement dated December 9, 2013 (the “PPO Dinosaur
Subagency Agreement” and, together with the PPO EDI Subagency Agreement and the EDI Bridge Subagency Agreement, the “Subagency
Agreements”) for the Unit Offering;


 


WHEREAS, the Agency Agreements
and the EDI Subagency Agreement provided for the payment of a cash fee to the Placement Agent and EDI Sub Agents equal to Five
Percent (5%) of the exercise price paid to the Company upon exercise of warrants issued in the Unit Offering and/or the related
Bridge Note Offering (the “Warrants”) in connection with any solicitation by the Company of exercise of the
Warrants (such solicitation, a “Warrant Solicitation,” and such cash fee, the “Solicitation Fee”));


 


WHEREAS, the Company is
in the process of considering whether to conduct a Warrant Solicitation structured as an offer to amend the Warrants to, among
other things, reduce the exercise price thereof and conducted as a private placement in reliance on the exemption from registration
provided by Rule 506 of Regulation D under the Securities Act of 1933 (the “Act”);


 


WHEREAS, Placement Agent
is not currently able to make the representations to the Company that are necessary in order for the Placement Agent to be able
to act as warrant agent in connection with a Warrant Solicitation conducted as a private placement in reliance on the exemption
from registration provided by Rule 506 of Regulation D of the Act;


 




    	 



    	 



    

 


WHEREAS, in connection
with the Warrant Solicitation, the Company and Ekso Bionics desire to work with the Placement Agent’s individual brokers,
Michael A. Silverman, Stephen A. Renaud and Roman V. Livson, jointly or separately (collectively referred to as the “Brokers”),
the EDI Sub Agent who were involved in the Bridge Note Offering and the Unit Offering and the Dinosaur Sub Agent who was involved
in the Unit Offering, provided the representations required by Rule 506 of Regulation D of the Act can be made;


 


WHEREAS, the Placement
Agent acknowledges and agrees to amend the Agency Agreements to provide for a release of payment of the Solicitation Fee to the
Placement Agent and EDI Sub Agent so that the Company may continue working with the Brokers, the EDI Sub Agent and include the
Dinosaur Sub Agent in connection with the Warrant Solicitation as provided for in separate Warrant Agent Agreements between the
parties thereto (or in the case of the Dinosaur Sub Agent as provided in a separate Warrant Subagent Agreement between one of the
co-exclusive warrant agents and the Dinosaur Sub Agent);


 


WHEREAS, the Company will
enter into separate Warrant Agent Agreements with the registered broker dealers where the Brokers are registered or will become
registered to act as an exclusive co-placement warrant agent(s) in connection with a Warrant Solicitation in reliance upon the
Placement Agent’s agreement to amend the Agency Agreements on the terms provided herein;


 


WHEREAS, the Placement
Agent, the Company and Ekso Bionics desire to amend the Agency Agreements on the terms provided herein; and


 


WHEREAS, the Placement
Agent, the Company and Ekso Bionics desire to memorialize certain other matters in connection with the amendment of the Agency
Agreements.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


		1.	PPO Agency Agreement Amendment.



 


		a.	Section 3(c) of the PPO Agency Agreement is deleted in its entirety and replaced with “RESERVED”.



 


		b.	Section 3(d) of the PPO Agency Agreement is deleted in its entirety
and replaced with “RESERVED”.



 


		2.	Bridge Agency Agreement Amendment.



 


		a.	Section 3(c) of the Bridge Agency Agreement is deleted in its entirety and replaced with “RESERVED”.



 


		b.	Section 3(d) of the Bridge Agency Agreement is deleted in its entirety and replaced with “RESERVED”.



 


		3.	Acknowledgements and Additional Agreements.



 


		a.	As of the date of this Amendment, the Placement Agent acknowledges that all amounts payable to
the Placement Agent pursuant to the Agency Agreements, including, without limitation, the Brokers’ Cash Fee, the Broker Warrants,
the Bridge Brokers’ Cash Fee (as defined in the Bridge Agency Agreement) and the Bridge Brokers’ Warrants (as defined
in the Bridge Agency Agreement), have been paid in full and, after giving effect to this Amendment, no additional amounts will
be paid or payable to the Placement Agent from the Company or Ekso Bionics pursuant to Section 3 of the PPO Agency Agreement or
Section 3 of the Bridge Agency Agreement.



 




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		b.	As of the date of this Amendment, the Placement Agent confirms and agrees that no further amounts
are due to the Sub Agents by either the Company or Ekso Bionics pursuant to the Subagency Agreements or any other arrangement between
the Placement Agent and the Sub Agents.



 


		c.	This Amendment is hereby made part of and incorporated into the Agency Agreements, as applicable,
with all the terms and conditions of the Agency Agreements remaining in full force and effect, except to the extent modified hereby.



 


		d.	This Amendment may be executed in multiple counterparts, each of which may be executed by less
than all of the parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually
executing such counterparts and all of which together shall constitute one and the same instrument. The exchange of copies of this
Amendment and of signature pages by facsimile transmission or in PDF format shall constitute effective execution and delivery of
this Amendment as to the parties and may be used in lieu of the original Amendment for all purposes. Signatures of the parties
transmitted by facsimile or in PDF format shall be deemed to be their original signatures for all purposes.



 


[Remainder of Page Left Blank Intentionally]


 




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IN WITNESS WHEREOF,
this Amendment has been executed and delivered by the parties below effective as of the date first set forth above.


 


	 	GOTTBETTER CAPITAL MARKETS, LLC
	 	 	 
	 	By:	/s/ Julio M. Marquez
	 	Name: 	Julio A. Marquez
	 	Title:	President
	 	 	 
	 	EKSO BIONICS HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Max Scheder-Bieschin
	 	Name:	Max Scheder-Bieschin
	 	Title:	Chief Financial Officer
	 	 	 
	 	EKSO BIONICS, INC.
	 	 	 
	 	By:	/s/ Max Scheder-Bieschin
	 	Name:	Max Scheder-Bieschin
	 	Title:	Chief Financial Officer


 




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