Exhibit 10.48


 








 


November 17, 2016


STRICTLY CONFIDENTIAL


 


Bellerophon Therapeutics, Inc. 184


Liberty Corner Road, Suite 302


Warren, New Jersey 07059 Attn:


Fabian Tenenbaum, CFO


 


Reference
is made to the engagement agreement (the “Engagement Agreement”), dated October 14, 2016, by and between Bellerophon
Therapeutics, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), pursuant
to which Wainwright shall serve as the exclusive agent, advisor or underwriter of the Company in connection with an Offering (as
defined in the Engagement Agreement).


 


The
Company and Wainwright hereby agree to amend Section A.1, Section A.2, Section A.3 and Section A.5 of the Engagement Agreement.
As such, Section A.1 is hereby amended and restated in its entirety to read as follows:


 


Cash
Fee. The Company shall pay to Wainwright a cash fee, or as to an underwritten Offering an underwriter discount, equal to 7.0%
of the aggregate gross proceeds raised in each Offering; provided, that if New Mountain Vantage Advisors, LLC or Linde North America
or their affiliates invest in an Offering, the cash fee with respect to such investors shall be 4.0%.


 


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


 


[Reserved]


 


As such,
Section A.3 is hereby amended and restated in its entirety to read as follows:


 


Expense
Allowance. Out of the proceeds of each Closing, the Company also agrees to pay Wainwright (a) $10,000 for expenses incurred
by Wainwright in connection with marketing the transaction (i.e., road show expenses, background checks, tombstones, etc.) and
(b) up to $100,000 for accountable legal fees and expenses of Wainwright (provided, however, that such reimbursement amount
in no way limits or impairs the indemnification and contribution provisions of this Agreement). Within 10 days of the execution
of this engagement letter the Company shall advance Wainwright the sum of $25,000 against such expenses, subject to reimbursement
by Wainwright to the Company if not used, in accordance with FINRA Rule 5110(f)(2)(C) and (f)(2)(D). Such sum shall be credited
against the up to $100,000 expense allowance in the case of a completed Offering.


 


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





 







    	 	 	 
	 	430
                                         Park Avenue | New York, New York 10022 | 212.356.0500 | www.hcwco.com	 
	 	Member: FINRA/SIPC	 
	 	 	 
	 	1	 



     


    

 





Right
of First Refusal. If within the 6-month period following the commencement of sales in each Offering, 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, Wainwright (or any affiliate designated
by Wainwright) 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, Wainwright (or any affiliate designated by Wainwright)
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, Wainwright (or any affiliate designated by Wainwright) shall have the right to act as
lead book runner, lead underwriter or lead placement agent for such financing. If Wainwright 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.


 


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.


 


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	 	430
                                         Park Avenue | New York, New York 10022 | 212.356.0500 | www.hcwco.com	 
	 	Member: FINRA/SIPC	 
	 	 	 
	 	2	 



     


    

 





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


 


	 	Very truly yours,
	 	 
	 	H.C. WAINWRIGHT & CO., LLC
	 	 	 
	 	By	/s/ Edward Silvera 
	 	 	Name: Edward Silvera
	 	 	Title: Chief Operating Officer


 


	Accepted and Agreed: 	 
	 	 
	BELLEROPHON THERAPEUTICS, INC.
	 	 	 
	By	/s/ Fabian Tenenbaum 	 
	 	Name: Fabian Tenenbaum	 
	 	Title: Chief Financial Officer	 


 




    	 	 	 
	 	430
                                         Park Avenue | New York, New York 10022 | 212.356.0500 | www.hcwco.com	 
	 	Member: FINRA/SIPC	 
	 	 	 
	 	3