PLACEMENT AGENCY
AGREEMENT


 


July 25, 2014


 


Mr. Paul Ehrenstein


Katalyst Securities LLC


15 Maiden Lane, Room 601


New York, NY 10038


 


Re:   ENUMERAL BIOMEDICAL
HOLDINGS, INC.


 


Dear Mr. Ehrenstein:


 


This Placement
Agency Agreement (“Agreement”) sets forth the terms upon which Katalyst Securities LLC., a registered broker-dealer
and member of the Financial Industry Regulatory Authority (“FINRA”) (hereinafter referred to as the “Placement
Agent” or “Katalyst”), shall be engaged by Enumeral Biomedical Holdings, Inc., a publicly traded corporation
duly organized under the laws of the State of Delaware hereinafter referred to as the “Company” or “ENUM”),
to act as a non-exclusive placement agent (“Placement Agent”) in connection with the private placement (hereinafter
referred to as the “Offering”) of units (the “Units”) of securities of the Company, as more fully described
below. The initial closing of the Offering will be conditioned upon the receipt and acceptance of subscriptions for the Minimum
Amount (as defined below) and the consummation of a reverse triangular merger (the “Merger”) between a subsidiary
of the Company and Enumeral Biomedical Corp., a Delaware corporation (“Enumeral”) and certain other transactions described
herein, pursuant to which Enumeral will become a wholly owned subsidiary of the Company, and all of the outstanding Enumeral stock
will be converted into shares of the Company's Common Stock. The Placement Agent acknowledges that the Company has previously
entered into a separate placement agency agreement with EDI Financial, Inc. (“EDI”) pursuant to which EDI was appointed
the exclusive placement agent for the Offering and that EDI has consented to the addition of the Placement Agent as an non-exclusive
placement agent.


 


The Offering of
the Units will be made by each of the Placement Agent and EDI and their respective selected dealers, with each Unit consisting
of one (1) share of the Company's Common Stock and a warrant to purchase one (1) share of the Company’s Common Stock at
an exercise price per share of $2.00, which warrant will be exercisable for a period of five (5) years from the date of issuance
(the “Investor Warrants”). The Offering Price for the Units will be $1.00 per Unit (the “Offering Price”).
The Offering will consist of a minimum of Ten Million Dollars ($10,000,000) through the sale of Ten Million (10,000,000) Units
(the “Minimum Amount”) and a maximum of Fifteen Million Dollars ($15,000,000) through the sale of Fifteen Million
(15,000,000) Units (the “Maximum Amount”). In the event the Offering is oversubscribed, the Company, with the consent
of Enumeral and EDI , may sell additional Units up to an amount no greater than Ten Million Dollars ($10,000,000) through the
sale of Ten Million (10,000,000) Units (the “Over-allotment Option”).


 




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The minimum subscription
amount for the Offering is One Hundred Thousand United States Dollars ($100,000 USD); provided, however, that subscriptions in
lesser amounts may be accepted upon the written consent of the Company and the Placement Agent, in their sole discretion.


 


The Placement Agent
shall accept subscriptions only from persons or entities who qualify as “accredited investors,” as such term is defined
in Rule 501 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission
(the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Act”).


 


The Units will
be offered until the earlier of (i) the time that the Maximum Amount, plus any discretionary over-allotment amount is sold or
(ii) July 31, 2014, which date may be extended to September 15, 2014 (the“ Offering Period”), at the sole discretion
of the Company and the Placement Agent.


 


With respect to
the Offering, the Company shall provide the Placement Agent and its selected sub dealers, on terms set forth herein, the right
to offer and sell all of the available Units being offered during the Offering Period. It is understood that no sale shall be
regarded as effective unless and until accepted by the Company. The Company may, in its sole discretion, accept or reject, in
whole or in part, any prospective investment in the Units or allot to any prospective subscriber less than the number of Units
that such subscriber desires to purchase. Purchases of the Units may be made by the Placement Agent and its selected sub dealers
and its respective officers, directors, employees and affiliates and by the officers, directors, employees and affiliates of the
Company (collectively, the “Affiliates”) for the Offering and such purchases will be made by the Affiliates based
solely on the same information that is provided to the investors in the Offering. The placement of the Units by the Placement
Agent will be made on a reasonable best efforts basis.


 


The Offering will
be made by the Company pursuant to the Subscription Agreement and the Exhibits to the Subscription Agreement, including, but not
limited to, the Registration Rights Agreement, Warrant and Voting Agreement, the Confidential and Non-Binding Summary Term Sheet
of the Company dated July 1, 2014, relating to the Offering (as the same may be amended or supplemented, the “Term Sheet”),
the Confidential Private Placement Memorandum of the Company dated July 3, 2014, as amended by Supplement No. 1 dated July 25,
2014 and draft Form 8-K, dated Juy 25, 2014 (as the same may be amended or supplemented, the “PPM”), and any documents,
agreements, supplements and additions thereto (“Subscription Documents”) which at all times will be in form and substance
reasonably acceptable to the Company and the Placement Agent and their respective counsels and contain such legends and other
information as the Company and the Placement Agent and its counsel, may, from time to time, deem necessary and desirable to be
set forth therein.


 




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1.       Appointment
of Placement Agent. On the basis of the written and documented representations and warranties of the Company provided
herein, and subject to the terms and conditions set forth herein, the Placement Agent is appointed as a non exclusive Placement
Agent of the Company during the Offering Period to assist the Company in finding qualified subscribers for the Units. The Placement
Agent may sell the Units through other broker-dealers who are FINRA members (collectively, the “Sub-Agents”) and may
reallow or reallocate all or a portion of the Brokers’ Fees including the Broker Warrants (each as defined in Section 3(a),
3(b), 3(c) and 3(d) below) it receives to such Sub-Agents or pay a finders or consultant fee as allowed by applicable law. On
the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts
such appointment and agrees to perform its services hereunder diligently and in good faith and in a professional and businesslike
manner and in compliance with applicable law and to use its reasonable best efforts to assist the Company in (A) finding subscribers
of the Units who qualify as “accredited investors,” as such term is defined in Rule 501 of Regulation D and (B) completing
the Offering. The Placement Agent has no obligation to purchase any of the Units. Unless sooner terminated in accordance with
this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination Date or the
Final Closing (as defined below).


 


		2.	Representations, Warranties
                                         and Covenants.



 


A.       Representations,
Warranties and Covenants of the Company. Except as otherwise disclosed herein or in the Company’s SEC Filings (the “SEC
Filings”) the representations and warranties of the Company contained in this Section 2A are true and correct as of the
date of execution of this Agreement by the Company and the Company covenants as follows:


 


(a)  The
Subscription Documents have been and/or will be prepared by the Company, in conformity with all applicable laws, and in compliance
with Regulation D and/or Section 4(a)(2) of the Act and the requirements of all other rules and regulations (the “Regulations”)
of the SEC relating to offerings of the type contemplated by the Offering and the applicable securities laws and the rules and
regulations of those jurisdictions wherein the Placement Agent notifies the Company that the Units are to be offered and sold
excluding any foreign jurisdictions. The Units will be offered and sold pursuant to the registration exemption provided by Regulation
D and/or Section 4(a)(2) of the Act as a transaction not involving a public offering and the requirements of any other applicable
state securities laws and the respective rules and regulations thereunder in those United States jurisdictions in which the Placement
Agent notifies the Company that the Units are being offered for sale. None of the Company, its affiliates, or any person acting
on its or their behalf (other than the Placement Agent, its affiliates or any person acting on its behalf, in respect of which
no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that
would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation
D and/or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it). None
of the Company, its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction
temporarily, preliminarily or permanently enjoining such person for failing to comply with Section 503 of Regulation D. The Company
has not, for a period of six months prior to the commencement of the offering of the Units sold, offered for sale or solicited
any offer to buy any of its securities in a manner that would cause the exemption from registration set forth in Rule 506 of Regulation
D to become unavailable with respect to the offer and sale of the Units pursuant to this Agreement in the United States.


 




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(b)  As
to the Company, the Subscription Documents will not and do not include any 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, in light of the circumstances under
which they were made, not misleading: provided, however, the foregoing does not apply to any statements or omissions
made solely in reliance on and in conformity with written information furnished to the Company by the Placement Agent specifically
for use in the preparation thereof. To the knowledge of the Company, none of the statements, documents, certificates or other
items made, prepared or supplied by the Company with respect to the transactions contemplated hereby contains an untrue statement
of a material fact or omits to state a material fact necessary to make the statements contained therein not misleading in light
of the circumstances in which they were made. There is no fact which the Company has not disclosed in the Subscription Documents
or which is not disclosed in the SEC Filings that the Company makes with the SEC and of which the Company is aware that materially
adversely affects or that could reasonably be expected to have a material adverse effect on the (i) assets, liabilities, results
of operations, condition (financial or otherwise), business or business prospects of the Company, including the business prospects
as a result of the Merger, or (ii) ability of the Company to perform its obligations under this Agreement and the other Subscription
Documents (the “Company Material Adverse Effect”). Notwithstanding anything to the contrary herein, the Company makes
no representation or warranty with respect to any estimates, projections and other forecasts and plans (including the reasonableness
of the assumptions underlying such estimates, projections and other forecasts and plans) that may have been delivered to the Placement
Agent, a Sub- Agent or their respective representatives, except that such estimates, projections and other forecasts and plans
have been prepared in good faith on the basis of assumptions stated therein, which assumptions were believed to be reasonable
at the time of such preparation.


 


(c)  The
Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is
qualified and in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted by
the Company or the property owned or leased by the Company requires such qualification, except to the extent that the failure
to be so qualified or be in good standing would not have a Company Material Adverse Effect. The Company has all requisite corporate
power and authority to conduct its business as presently conducted and as proposed to be conducted (as described in the Subscription
Documents and/or the SEC Filings), has all the necessary and requisite documents and approvals from all state authorities, has
all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Subscription Agreement
substantially in the form made part of the Subscription Documents and the other agreements contemplated hereby, including those
documents required by the Merger (this Agreement, Subscription Agreement, and the other agreements contemplated hereby that the
Company is required to execute and deliver are collectively referred to herein as the “Company Transaction Documents”)
and subject to necessary Board of Directors of the Company and Company stockholder approvals, if required, to issue, sell and
deliver the Units, the shares of Common Stock underlying the Units, and the shares of Common Stock issuable upon exercise of the
Investor Warrants (the “Warrant Shares”) and the Broker Warrants (as defined below) and to make the representations
in this Agreement accurate and not misleading. Prior to the First Closing (as defined below), each of the Company Transaction
Documents will have been duly authorized. This Agreement has been duly authorized, executed and delivered and constitutes, and
each of the other Company Transaction Documents, upon due execution and delivery, will constitute, valid and binding obligations
of the Company, enforceable against the Company in accordance with their respective terms (i) except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect related
to laws affecting creditors’ rights generally, including the effect of statutory and other laws regarding fraudulent conveyances
and preferential transfers, and except that no representation is made herein regarding the enforceability of the Company’s
obligations to provide indemnification and contribution remedies under the securities laws and (ii) subject to the limitations
imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in
equity).


 




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(d)  None
of the execution and delivery of or performance by the Company under this Agreement or any of the other Company Transaction Documents
or the consummation of the transactions herein or therein contemplated conflicts with or violates, or will result in the creation
or imposition of, any lien, charge or other encumbrance upon any of the assets of the Company under any agreement or other instrument
to which the Company is a party or by which the Company or its assets may be bound, or any term of the Certificate of Incorporation
or By-Laws of the Company, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to the Company
or any of its assets, except in the case of a conflict, violation, lien, charge or other encumbrance (except with respect to the
Company’s Certificate of Incorporation or By-Laws) which would not, or could not reasonably be expected to, have a Company
Material Adverse Effect.


 


(e)  The
Company’s financial statements, together with the related notes, if any, included in the Subscription Documents or the Company’s
SEC Filings, present fairly, in all material respects, the financial position of the Company as of the dates specified and the
results of operations for the periods covered thereby. Such financial statements and related notes were prepared in accordance
with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated, except
that the unaudited financial statements omit full notes, and except for normal year end adjustments. During the period of engagement
of the Company’s independent certified public accountants, there have been no disagreements between the accounting firm
and the Company on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures.
The Company has made and kept books and records and accounts which are in reasonable detail and which fairly and accurately reflect
the activities of the Company in all material respects, subject only to year- end adjustments. Except as set forth in such financial
statements or otherwise disclosed in the Subscription Documents, the Company’s senior management has no knowledge of any
material liabilities of any kind, whether accrued, absolute or contingent, or otherwise, and subsequent to the date of the Subscription
Documents and prior to the date of the First Closing it shall not enter into any material transactions or commitments without
promptly thereafter notifying the Placement Agent in writing of any such material transaction or commitment other than the Merger.
The other financial and statistical information with respect to the Company and any pro forma information and related notes included
in the SEC Filings present fairly the information shown therein on a basis consistent with the financial statements of the Company
included in the SEC Filings. Except as disclosed in the Subscription Documents, the Company does not know of any facts, circumstances
or conditions which could materially adversely affect its operations, earnings or prospects that have not been fully disclosed
in the financial statements appearing in the SEC Filings or other financial statements appearing in the SEC Filings or other documents
or information provided by the Company.


 




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(f)  Immediately
prior to the First Closing, the shares of Common Stock underlying the Units and the Investor Warrants and the Broker Warrants
will have been duly authorized and, when issued and delivered against payment therefor as provided in the Company Transaction
Documents, will be validly issued, fully paid and nonassessable. No holder of any of the shares of Common Stock underlying the
Units, the Investor Warrants and Broker Warrants will be subject to personal liability solely by reason of being such a holder,
and except as described in the Subscription Documents, none of the shares of Common Stock underlying the Units, the Investor Warrants
and the Broker Warrants will be subject to preemptive or similar rights of any stockholder or security holder of the Company or
an adjustment under the antidilution or exercise rights of any holders of any outstanding shares of capital stock, options, warrants
or other rights to acquire any securities of the Company. Immediately prior to the First Closing, a sufficient number of authorized
but unissued shares of Common Stock will have been reserved for issuance upon the exercise of the Investor Warrants and the Broker
Warrants.


 


(g)  Except
as described in the Subscription Documents and/or the Company’s SEC Filings, the Company has no subsidiaries and does not
own any equity interest and has not made any loans or advances to or guarantees of indebtedness to any person, corporation, partnership
or other entity. The conduct of business by the Company as presently and proposed to be conducted is not subject to continuing
oversight, supervision, regulation or examination by any governmental official or body of the United States, or any other jurisdiction
wherein the Company conducts or proposes to conduct such business, except as described in the Subscription Documents and/or the
Company’s SEC Filings and except as such regulation is applicable to US public companies and commercial enterprises generally.
The Company has obtained all material licenses, permits and other governmental authorizations necessary to conduct its business
as presently conducted. The Company has not received any notice of any violation of, or noncompliance with, any federal, state,
local or foreign laws, ordinances, regulations and orders (including, without limitation, those relating to environmental protection,
occupational safety and health, securities laws, equal employment opportunity, consumer protection, credit reporting, “truth-in-lending”,
and warranties and trade practices) applicable to its business, the violation of, or noncompliance with, would have a Company
Material Adverse Effect, and the Company knows of no facts or set of circumstances which could give rise to such a notice.


 


(h)  Except
as described in the Subscription Documents and/or the Company’s SEC Filings, no default by the Company or, to the knowledge
of the Company or any other party, exists in the due performance under any material agreement to which the Company is a party
or to which any of its assets is subject (collectively, the “Company Agreements”). The Company Agreements, if any,
disclosed in the Subscription Documents, the documents to be executed by the Company in connection with the Merger and/or the
Company’s SEC Filings are the only material agreements to which the Company is bound or by which its assets are subject,
are accurately described in the Subscription Documents and/or the Company’s SEC Filings and are in full force and effect
in accordance with their respective terms, subject to any applicable bankruptcy, insolvency or other laws affecting the rights
of creditors generally and to general equitable principles and the availability of specific performance.


 




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(i)  Subsequent
to the respective dates as of which the information is given in the Subscription Documents, the Company has operated its business
in the ordinary course and, except as may otherwise be set forth in the Subscription Documents and/or the Company’s SEC
Filings, there has been no: (i) Company Material Adverse Effect; (ii) material transaction otherwise than in the ordinary course
of business consistent with past practice; (iii) issuance of any securities (debt or equity) or any rights to acquire any such
securities other than pursuant to equity incentive plans approved by its Board of Directors; (iv) damage, loss or destruction,
whether or not covered by insurance, with respect to any material asset or property of the Company; or (v) agreement to permit
any of the foregoing.


 


(j)  Except
as set forth in the Subscription Documents and/or the Company’s SEC Filings, there are no actions, suits, claims, hearings
or proceedings pending before any court or governmental authority or, to the knowledge of the Company, threatened, against the
Company, or involving its assets or any of its officers or directors (in their capacity as such) which, if determined adversely
to the Company or such officer or director, could reasonably be expected to have a Company Material Adverse Effect or adversely
affect the transactions contemplated by this Agreement or the enforceability hereof.


 


(k)  The
Company is not: (i) in violation of its Certificate of Incorporation or By-Laws; (ii) in default of any contract, indenture, mortgage,
deed of trust, note, loan agreement, security agreement, lease, alliance agreement, joint venture agreement or other agreement,
license, permit, consent, approval or instrument to which the Company is a party or by which it is or may be bound or to which
any of its assets may be subject, the default of which could reasonably be expected to have a Company Material Adverse Effect;
(iii) in violation of any statute, rule or regulation applicable to the Company, the violation of which would have a Company Material
Adverse Effect; or (iv) in violation of any judgment, decree or order of any court or governmental body having jurisdiction over
the Company and specifically naming the Company, which violation or violations individually, or in the aggregate, could reasonably
be expected to have a Company Material Adverse Effect.


 


(l)  Except
as disclosed in the Subscription Documents and/or the Company’s SEC Filings, as of the date of this Agreement, no current
or former stockholder, director, officer or employee of the Company, nor, to the knowledge of the Company, any affiliate of any
such person is presently, directly or indirectly through his/her affiliation with any other person or entity, a party to any loan
from the Company or any other transaction (other than as an employee) with the Company providing for the furnishing of services
by, or rental of any personal property from, or otherwise requiring cash payments to any such person.


 


(m)  Except
as disclosed herein or in the Subscription Documents, the Company is not obligated to pay, and has not obligated the Placement
Agent to pay, a finder’s or origination fee in connection with the Offering (other than to the Placement Agent or EDI),
and hereby agrees to indemnify the Placement Agent from any such claim made by any other person as more fully set forth in Section
8 hereof. The Company has not offered for sale or solicited offers to purchase the Units except for negotiations with EDI and
the designated Placement Agent. Except as set forth in the Subscription Documents, no other person has any right to participate
in any offer, sale or distribution of the Company’s securities to which the Placement Agent’s rights described herein
shall apply.


 




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(n)  Until
the earlier of (i) the Termination Date or (ii) the Final Closing (as hereinafter defined), the Company will not issue any press
release, grant any interview, or otherwise communicate with the media in any manner whatsoever with respect to the Offering without
the Placement Agent’s prior written consent, which consent will not unreasonably be withheld or delayed, and subject to
any applicable laws and regulations.


 


(o)  No
representation or warranty contained in Section 2A of this Agreement contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statements herein not misleading in the context of such representations and warranties.
The Placement Agent shall be entitled to rely on such representations and warranties.


 


(p)  No
consent, authorization or filing of or with any court or governmental authority is required in connection with the issuance or
the consummation of the transactions contemplated herein or in the other Company Transaction Documents, except for required filings
with the SEC and the applicable state securities commissions relating specifically to the Offering (all of which filings will
be duly made by, or on behalf of, the Company), and those which are required to be made after the First Closing (all of which
will be duly made on a timely basis).


 


(q)  Neither
the sale of the Units by the Company nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended,
nor do any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V,
as amended) or any enabling legislation or executive order relating thereto. Without limiting the foregoing, the Company is not
(a) a person whose property or interests in property are blocked pursuant to Section 1 of Executive Order 13224 of September 23,
2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed.
Reg. 49079 (2001)) or (b) a person who engages in any dealings or transactions, or be otherwise associated, with any such person.
The Company and its subsidiaries, if any, are in compliance, in all material respects, with the USA Patriot Act of 2001 (signed
into law October 26, 2001).


 


(r)  None
of Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company
participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity
securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the
Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”
and, together, “Issuer Covered Persons”) is subject to any Disqualification Event, except for a Disqualification
Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Covered Person
is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations
under Rule 506(e), and has furnished to the Placement Agent a copy of any disclosures provided thereunder.


 




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(s)  The
Company is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person (as defined below)
that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale
of any the Securities.


 


(t)  The
Company will promptly notify the Placement Agent in writing of (A) any Disqualification Event relating to any Issuer Covered Person
and (B) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.


 


2B.         Representations,
Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to the Company that the following
representations and warranties are true and correct as of the date of this Agreement:


 


(a)  The
Placement Agent is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which
it was formed and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its
obligations under the terms of this Agreement.


 


(b)  This
Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the
Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with
its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in
effect and subject to general equity principles.


 


(c)  The
Placement Agent, and to its knowledge, each Sub-Agent, if any, is a member of FINRA in good standing and is registered as a broker-dealer
under the Exchange Act (as defined below), and under the securities acts of each state into which it is making offers or sales
of the Units. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing, including the Sub-Agents
(other than the Company, its or their affiliates or any person acting on its or their behalf, in respect of which no representation
is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable
with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2)
of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. The Placement Agent will conduct
the Offering in compliance with all applicable securities laws.


 


(d)  The
Placement Agent agrees that it has not and will not directly or indirectly solicit offers for, or offer to sell, Units (i) by
means of general solicitation or advertising (as those terms are used in Regulation D) or in any manner involving a public offering
within the meaning of Section 4(a) of the Securities Act and (ii) to any entities, including their affiliates, that are, to the
reasonable knowledge of the Placement Agent, engaged in the pharmaceutical, life-science related, biotechnology, healthcare or
medical device business without the prior written consent of the Company.


 




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(e)  To
the knowledge of the Placement Agent, (i) there are no actions, suits, claims, hearings or proceedings pending before any court
or governmental authority or threatened, against the Placement Agent, or any Sub-Agent, if any and (ii) neither the Placement
Agent nor any Sub-Agent is in violation of any judgment, decree or order of any court or governmental body having jurisdiction
over the Placement Agent nor any Sub-Agent Company.


 


(f)  The
Placement Agent represents that neither it, nor to its knowledge any of the Sub- Agents, if any, or any of its or their respective
directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement
Agent Covered Person” and, together, “Placement Agent Covered Persons”), is subject to any of
the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification
Event”).


 


(g)  The
Placement Agent represents that it is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered
Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with
the sale of the Units. Placement Agent will promptly notify the Company of any agreement entered into between such Placement Agent
and such person in connection with such sale.


 


(h)  The
Placement Agent will notify the Company promptly in writing of (A) any Disqualification Event relating to any Placement Agent
Covered Person not previously disclosed to the Company in accordance with Section 3(b)(i), No Disqualification Events and
(B) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Covered Person.


 


		3.	Placement Agent Compensation.



 


(a)  In
connection with the Offering, the Company will pay a cash fee (the “Brokers’ Cash Fee”) to the Placement Agent
at each Closing, and as a condition to Closing, equal to Ten Percent (10%) of the gross sales price of the Units purchased by
those investor(s) directly introduced to the Company by the Placement Agent (“Katalyst Investors”). In addition, the
Company will deliver to the Placement Agent (or its designees) warrants exercisable for a period of five (5) years from the Closing
Date, to purchase a number of shares of Common Stock equal to Ten Percent (10%) of the number of shares of Common Stock sold to
the Katalyst Investors with an exercise price of $1.00 per (“Broker Warrants”) (“Brokers’ Cash
Fee” and “Broker Warrants” are sometimes referred to collectively as “Brokers’ Fees”). The
Broker Warrants shall be included in the registration statements (on Form S-1) with the SEC covering the shares of Common Stock
issuable upon the exercise of the Investor Warrants (“Registration Statement”). Notwithstanding anything to the contrary herein, neither the Placement Agent nor any other placement agent
shall receive any Broker Warrants as compensation for any sales of the Units that result in the aggregate in gross sale proceeds
in excess of Twenty Million Dollars ($20,000,000) in the aggregate.


 


(b)  The
Company shall also pay to the Placement Agent a cash fee (“Subsequent Offering Fee”) on the amount that any person
or entity contacted by the Placement Agent in connection with the Offering (each, a “Katalyst Introduced Investor”),
invests in the Company at any time prior to the date that is eighteen (18) months after the Termination Date or the Final Closing,
whichever is applicable, whether or not such Katalyst Introduced Investor invested in the Offering, provided, that such person
was introduced to the Company by the Placement Agent prior to or during the Offering and was provided with a copy of the Private
Placement Memorandum; and provided, further, that a Katalyst Introduced Investor shall not include (x) any investors who were
investors in Enumeral prior to the Offering, (y) any employees, directors or officers of Enumeral, or (z) were introduced to the
Company by employees, officers or directors of Enumeral (and who were not a client of the Placement Agent or its registered representatives
prior to the Offering), whether or not they participate in the placement. The Subsequent Offering Fee shall be equal to (i) the
highest percentage of amount raised paid to any placement agent affiliated with the offering, or (ii) 10 percent if no placement
agents are engaged as part of such offering.


 




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(c)  In
addition, the Company agrees there are investors identified in the Attachment to this Agreement (the “Shared Investors”)
for which the Placement Agent and EDI have agreed to share the Brokers’ Fees. The Company agrees to pay at the time of Closing
and as a condition to the Closing, the Brokers’ Cash Fee equal to Five Percent (5%) of the gross proceeds from the sale
of the Units purchased by any of the Company Investors. In addition, the Company will deliver to the Placement Agent Broker Warrants
exercisable for a period of five (5) years from the initial Closing of the Offering, to purchase a number of shares of Common
Stock equal to Five Percent (5%) of the number of shares of Common Stock sold to the Company Investors with an exercise price
per share of $1.00. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be obligated to
pay a fee greater than Ten Percent (10%) with respect to, or issue Broker Warrants in excess of Ten Percent (10%) of the number
of shares of Common Stock sold to any investor, including, without limitation, any fees which are due to Persons other than the
Placement Agent with respect to such Investor and, if required, the fee payable hereunder to the Placement Agent shall be proportionately
reduced to ensure that the Company is not so obligated.


 


(d)  To
the extent there is more than one Closing, payment of the proportional amount of the Brokers’ Fees will be made out of the
proceeds of subscriptions for the Units sold at each Closing to the Katalyst Investors and the Company shall issue to the Placement
Agent the corresponding number of Placement Agent Broker Warrants. All cash compensation and warrants under this Agreement shall
be paid directly by the Company to and in the name provided to the Company by the Placement Agent.


 


		4.	Subscription and Closing
                                         Procedures.



 


(a)  The
Company shall cause to be delivered to the Placement Agent copies of the Subscription Documents and has consented, and hereby
consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with
the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the
Subscription Documents in connection with the sale of the Units until the earlier of (i) the Termination Date or (ii) the Final
Closing, and no person or entity is or will be authorized to give any information or make any representations other than those
contained in the Subscription Documents or to use any offering materials other than those contained in the Subscription Documents
in connection with the sale of the Units, unless the Company first provides the Placement Agent with notification of such information,
representations or offering materials.


 




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(b)  The
Company shall make available to the Placement Agent, any Sub-Agent and their respective representatives such information, including,
but not limited to, financial information, and other information regarding the Company (the “Information”), as may
be reasonably requested in making a reasonable investigation of the Company and its affairs. The Company shall provide access
to the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company
as shall be reasonably requested by the Placement Agent. The Company recognizes and agrees that the Placement Agent and a Sub-
Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in
performing the services contemplated by this Agreement without independently verifying the Information or such other information,
(ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an
appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.


 


(c)  Each
prospective purchaser will be required to complete and execute the Subscription Documents, Anti-Money Laundering Form and other
documents (the “Subscription Documents”) which will be forwarded or delivered to the Placement Agent at the Placement
Agent’s offices at the address set forth in Section 12 hereof or to the Company’s designated counsel.


 


(d)  Simultaneously
with the delivery to the Placement Agent of the Subscription Documents, the subscriber’s check or other good funds will
be forwarded directly by the subscriber to the escrow agent and deposited into a separate non interest bearing escrow account
(the “Escrow Account”) established for such purpose (the “Escrow Agent”). All such funds for subscriptions
will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the
Escrow Agent. The Placment Agent will pay all fees related to the establishment and maintenance of this Escrow Account. S ubject
to the receipt of subscriptions for the Minimum Amount for the First Closing, the Company will either accept or reject, for any
or no reason, the Subscription Documents in a timely fashion and at each Closing will countersign the Subscription Documents and
provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The acceptance of any Subscription
Documents will be subject to the reasonable approval of the Company. The Company will give notice to the Placement Agent of its
acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers
incomplete, improperly completed, improperly executed and rejected subscriptions and give written notice thereof to the Placement
Agent upon such return.


 


(e)  If
subscriptions for at least the Minimum Amount have been accepted by the Company prior to the Termination Date, the funds therefor
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 the Units sold (the “First Closing”). Thereafter, the remaining Units will
continue to be offered and sold until the Termination Date. Additional closings (“Closings”) 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 occur within 10 days after the earlier of the Termination Date and the date
on which the Maximum Amount (including any over-allotment) has been subscribed for. Delivery of payment for the accepted subscriptions
for Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against
delivery of the Units by the Company at the address set forth in Section 12 hereof (or at such other place as may be mutually
agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and the Blue Sky counsel as
of such Closing. Executed certificates for the Units will be in such authorized denominations and registered in such names as
the Placement Agent may request on or before the date of each Closing (“Closing Date”). The certificates will be forwarded
to the subscriber directly by the transfer agent or the Company’s designated agent at each Closing. The Company will issue
the certificates for the Units within twenty (20) days of each Closing.


 




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(f)  If
Subscription Documents for the Minimum Amount have not been received and accepted by the Company on or before the Termination
Date for any reason, the Offering will be terminated, no Units will be sold, and the Escrow Agent will, at the request of the
Placement Agent, cause all monies received from subscribers for the Units to be promptly returned to such subscribers without
interest, penalty, expense or deduction.


 


		5.	Further Covenants.



 


The Company hereby
covenants and agrees that:


 


(a)  Except
upon prior written notice to the Placement Agent, the Company shall not, at any time prior to the Final Closing, knowingly take
any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct
in all material respects on and as of each Closing Date with the same force and effect as if such representations and warranties
had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date).


 


(b)  If,
at any time prior to the Final Closing, any event shall occur that causes a Company Material Adverse Effect which as a result
it becomes necessary to amend or supplement the Subscription Documents so that the representations and warranties herein remain
true and correct in all material respects, or in case it shall be necessary to amend or supplement the Subscription Documents
to comply with Regulation D or any other applicable securities laws or regulations, the Company will promptly notify the Placement
Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements
in such quantities as the Placement Agent may reasonably request. The Company will not at any time before the Final Closing prepare
or use any amendment or supplement to the Subscription Documents of which the Placement Agent will not previously have been advised
and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities
laws. As soon as the Company is advised thereof, the Company will advise the Placement Agent and its counsel, and confirm the
advice in writing, of any order preventing or suspending the use of the Subscription Documents, or the suspension of any exemption
for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution
of any proceedings for any of such purposes, and the Company will use its commercially reasonable efforts to prevent the issuance
of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof.


 




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(c)  The
Company shall comply with the Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules
and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which
the Company’s Blue Sky counsel has advised the Placement Agent and/or the Company that the Units are qualified or registered
for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will
file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent,
any and all reports on Form D as are required. The Company will pay the legal fees of its counsel, blue sky filing fees and out
of pocket expenses (“Registration Legal Fees”) related to the filings for registrations of sale or exemption from
such qualifications with any state securities commissions and any other regulatory agencies. Except as otherwise set forth in
the Registration Rights Agreement, the Placement Agent and any investors in the Offering shall pay the legal fees of their counsel.
An accounting of such Registration Legal Fees will be provided to the Company. Such fees shall be paid at the time of a Closing,
if known, and if not yet invoiced, funds will remain in escrow to cover the estimated invoice or deposited into the attorney’s
escrow account responsible for the Registration Legal Fees.


 


(d)  The
Company shall use commercially reasonable efforts to qualify the Units for sale under the securities laws of such jurisdictions
in the United States as may be mutually agreed to by the Company and the Placement Agent, and the Company will make or cause to
be made such applications and furnish information as may be required for such purposes, provided that the Company will not be
required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. The Company
will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications
in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering.


 


(e)  The
Company shall place a legend on the certificates representing the Units, the Common Stock and the Investor Warrants that the securities
evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the
applicable restrictions on transferability and sale of such securities under the Act and applicable state laws.


 


(f)  The
Company shall apply the net proceeds from the sale of the Units for the purposes substantially as described in the Subscription
Documents. Except as set forth in the Subscription Documents, the Company shall not use any of the net proceeds of the Offering
to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders
of the Company without the prior written consent of the Placement Agent.


 


(g)  During
the Offering Period, the Company shall afford each prospective purchaser of the Units the opportunity to ask questions of and
receive answers from an officer of the Company concerning the terms and conditions of the Offering and the opportunity to obtain
such other additional information necessary to verify the accuracy of the Subscription Documents to the extent the Company possesses
such information or can acquire it without unreasonable expense.


 




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(h)  Except
with the prior written consent of the Placement Agent, the Company shall not, at any time prior to the earlier of the Final Closing
or the Termination Date, except as contemplated by the Merger and the Subscription Documents (i) engage in or commit to engage
in any transaction outside the ordinary course of business as described in the Subscription Documents, (ii) issue, agree to issue
or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities (other than options under
the Company’s equity incentive plan), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv)
dispose of any material assets, (v) make any material acquisition or (vi) change its business or operations in any material respect.


 


(i)  The
Company shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents
and instruments related to the Offering and the issuance of the Units and will also pay for the Company’s expenses for accounting
fees, legal fees, printing reasonable and customary costs, and other reasonable and customary costs involved with the Offering.
The Company will provide at its own expense such quantities of the Subscription Documents and other documents and instruments
relating to the Offering as the Placement Agent may reasonably request. The Company will pay at its own expense in connection
with the creation, authorization, issuance, transfer and delivery of the Units, including, without limitation, fees and expenses
of any transfer agent or registrar; all fees and expenses of legal, accounting and other advisers to the Company; the Registration
Legal Fees related to the registration or qualification of the Units for offer and sale under the securities or Blue Sky laws
of such jurisdictions, payable within five (5) days of being invoiced; at the First Closing, the reasonable legal fees and reasonable
and customary expenses of the Placement Agent’s counsel (the “Placement Agent’s Counsel Fee”), which legal
fees shall not exceed Fifteen Thousand Dollars ($15,000) in the aggregate plus expenses, provided that such limitation shall in
no way effect the obligations of the Company with respect to indemnification and contribution as set forth in Sections 8 and 9
herein. The Placement Agent Counsel Fee does not include the Registration Legal Fees and expenses for the Blue Sky and other regulatory
filings required to be made for the Offering. At the first Closing, the Company also shall pay to the Placement Agent counsel
the expenses related to the Investor Presentation at the CORE Club, in the amount of $4,287.50, copy of vendor expenses to be
provided at the time of Closing.


 


		6.	Conditions of Placement
                                         Agent’s Obligations.



 


The obligations
of the Placement Agent hereunder to affect a Closing 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 Company herein (when read without regard to any qualification as to materiality
or Material Adverse Effect contained therein) shall be true and correct on each 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 except for any untrue or incorrect representation and warranty that, individually or in the aggregate, does
not have a Company Material Adverse Effect.


 




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


 


(c)  The
Subscription Documents do not, and as of the date of any amendment or supplement thereto will not, include any untrue statement
of a material fact relating to the Company or omit to state any material fact relating to the Company necessary in order to make
the statements therein, in light of the circumstances under which they were made, not misleading.


 


(d)  No
order suspending the use of the Subscription Documents 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, be contemplated or threatened.


 


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


 


(f)  The
Company shall have delivered to the Placement Agent: (i) a good standing certificate dated as of a date within 10 days prior to
the Closing Date from the secretary of state of its jurisdiction of incorporation and (ii) resolutions of the Company’s
Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, and the Subscription
Documents, all as certified by the Chief Executive Officer of the Company.


 


(g)  At
each Closing, the Company shall pay and/or issue to the Placement Agent the Brokers’ Fees earned in such Closing.


 


(h)  All
proceedings taken at or prior to the Closing in connection with the authorization, issuance and sale of the Units 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.


 


		7.	Conditions of the Company’s
                                         Obligations.



 


The obligations
of the Company hereunder are subject to the satisfaction of each of the following conditions:


 


(a) The satisfaction
or waiver of all conditions to closing as set forth herein.


 


(b)  As of each
Closing, each of the representations and warranties made by Placement Agent herein being true and correct as of the Closing Date
for such Closing.


 


(c)  At each Closing,
the Company shall have received the proceeds from the sale of the Units that are part of such Closing less applicable Brokers’
Fees.


 




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7A.   Mutual
Condition. The obligations of the Placement Agent and the Company hereunder are subject to the execution by each investor
of a Subscription Agreement in form and substance acceptable to the Placement Agent and the Company and deposit by such investor
with the escrow agent of all funds required to be so deposited by such investor.


 


		8.	Indemnification.



 


(a)  The
Company will: (i) indemnify and hold harmless the Placement Agent, its agents and their respective officers, directors, employees,
selected dealers and each person, if any, who controls the Placement Agent within the meaning of the Act and such agents (each
an “Indemnitee” or a “Placement Agent Party”) against, and pay or reimburse each Indemnitee for, any and
all losses, claims, damages, liabilities or expenses whatsoever (or actions or proceedings or investigations in respect thereof),
severally (which will, for all purposes of this Agreement, include, but not be limited to, all reasonable and customary costs
of defense and investigation and all reasonable attorneys’ fees, including appeals), to which any Indemnitee may become
subject (a) under the Act or otherwise, in connection with the offer and sale of the Units and (b) as a result of the breach of
any representation, warranty or covenant made by the Company herein, regardless of whether such losses, claims, damages, liabilities
or expenses shall result from any claim by any Indemnitee or by any third party; and (ii) reimburse each Indemnitee for any legal
or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, action, proceeding
or investigation; provided, however, the Company will not be liable in any such case to the extent that any such claim, damage
or liability is finally judicially determined to have resulted from (A) an untrue statement or alleged untrue statement of a material
fact made in the Subscription Documents, or an omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, made solely in reliance upon and in conformity with written
information furnished to the Company by the Placement Agent specifically for use in the Subscription Documents or (B) any violations
by the Placement Agent of the Act or state securities laws which does not result from a violation thereof by the Company or any
of their respective affiliates or (C) due to the intentional or negligent misrepresentation and/or malfeasance or willful misconduct
of the Placement Agent Parties. In addition to the foregoing agreement to indemnify and reimburse, the Company will indemnify
and hold harmless each Indemnitee against any and all losses, claims, damages, liabilities or expenses whatsoever (or actions
or proceedings or investigations in respect thereof), joint or several (which shall, for all purposes of this Agreement, include,
but not be limited to, all reasonable and customary costs of defense and investigation and all reasonable attorneys’ fees,
including appeals) to which any Indemnitee may become subject insofar as such costs, expenses, losses, claims, damages or liabilities
arise out of or are based upon the claim of any person or entity that he or it is entitled to broker’s or finder’s
fees from any Indemnitee in connection with the Offering as a result of the Company obligating itself or any Indemnitee to pay
such a fee, other than fees due to the Placement Agent, its dealers, sub-agents or finders. The foregoing indemnity agreements
will be in addition to any liability the Company may otherwise have.


 




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(b)  The
Placement Agent will indemnify and hold harmless the Company, its subsidiaries, and their respective officers, directors, and
each person, if any, who controls such entity within the meaning of the Act (collectively, the “Company Indemnitees”)
against, and pay or reimburse any such person for, any and all losses, claims, damages, liabilities or expenses whatsoever (or
actions, proceedings or investigations in respect thereof) to which the Company or any such person may become subject under the
Act or otherwise, whether such losses, claims, damages, liabilities or expenses shall result from any claim of the Company or
any such person who controls the Company within the meaning of the Act or by any third party, but only to the extent that such
losses, claims, damages or liabilities are based upon any violations by the Placement Agent of the Act or state securities laws
which does not result from a violation thereof by the Company or any of their respective affiliates, any untrue statement or alleged
untrue statement of any material fact contained in the Subscription Documents made in reliance upon and in conformity with information
contained in the Subscription Documents relating to the Placement Agent, or an omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not misleading, in either case, if made
or omitted in reliance upon and in conformity with written information furnished to the Company by the Placement Agent, specifically
for use in the preparation thereof or due to the intentional or negligent misrepresentation and / or malfeasance or willful misconduct
of the Placement Agent or any of the other Placement Agent Parties. The Placement Agent will reimburse the Company or any such
person for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action, proceeding or investigation to which such indemnity obligation applies. In addition to the
foregoing agreement to indemnify and reimburse, the Placement Agent will indemnify and hold harmless each Company Indemnitee against
any and all losses, claims, damages, liabilities or expenses whatsoever (or actions or proceedings or investigations in respect
thereof), joint or several (which shall, for all purposes of this Agreement, include, but not be limited to, all reasonable and
customary costs of defense and investigation and all reasonable attorneys’ fees, including appeals) to which any Company
Indemnitee may become subject insofar as such costs, expenses, losses, claims, damages or liabilities arise out of or are based
upon the claim of any person or entity that he or it is entitled to broker’s or finder’s fees from any Company Indemnitee
in connection with the Offering as a result of the Placement Agent obligating itself or any Company Indemnitee to pay such a fee.
The foregoing indemnity agreements are in addition to any liability which the Placement Agent may otherwise have.


 


(c)  Promptly
after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, claim, proceeding or investigation
(the “Action”), such indemnified party, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, will notify the indemnifying party of the commencement thereof, but the omission to so notify the indemnifying
party will not relieve it from any liability that it may have to any indemnified party under this Section 8 unless the indemnifying
party has been substantially prejudiced by such omission. The indemnifying party will be entitled to participate in and, to the
extent that it may wish, jointly with any other indemnifying party, to assume the defense thereof subject to the provisions herein
stated, with counsel reasonably satisfactory to such indemnified party. The indemnified party will have the right to employ separate
counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at
the expense of the indemnifying party if the indemnifying party has assumed the defense of the Action with counsel reasonably
satisfactory to the indemnified party, provided, however, that if the indemnified party shall be requested by the indemnifying
party to participate in the defense thereof or shall have concluded in good faith and specifically notified the indemnifying party
either that there may be specific defenses available to it that are different from or additional to those available to the indemnifying
party or that such Action involves or could have a material adverse effect upon it with respect to matters beyond the scope of
the indemnity agreements contained in this Agreement, then the counsel representing it, to the extent made necessary by such defenses,
shall have the right to direct such defenses of such Action on its behalf and in such case the reasonable fees and expenses of
one such counsel in connection with any such participation or defenses shall be paid by the indemnifying party. No settlement
of any Action against an indemnified party will be made without the consent of the indemnifying party and the indemnified party,
which consent shall not be unreasonably withheld or delayed in light of all factors of importance to such party, and no indemnifying
party shall be liable to indemnify any person for any settlement of any such claim effected without such indemnifying party’s
consent.


 




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		9.	Contribution.



 


To provide for
just and equitable contribution, if: (i) an indemnified party makes a claim for indemnification pursuant to Section 8 hereof and
it is finally determined, by a judgment, order or decree not subject to further appeal that such claims for indemnification may
not be enforced, even though this Agreement expressly provides for indemnification in such case; or (ii) any indemnified or indemnifying
party seeks contribution under the Act, the Exchange Act, or otherwise, then each indemnifying party shall contribute to such
amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of the Company on the one hand and the Placement Agent on the other in connection with the statements
or omissions which resulted in such losses, claims, damages, liabilities or expenses (or actions in respect thereof), as well
as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Placement
Agent on the other shall be deemed to be in the same proportion as the total net proceeds from the Offering (before deducting
expenses) received by the Company bear to the total Brokers’ Fees received by the Placement Agent. The relative fault, in
the case of an untrue statement, alleged untrue statement, omission or alleged omission will be determined by, among other things,
whether such statement, alleged statement, omission or alleged omission relates to information supplied by the Company or by the
Placement Agent, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement, alleged statement, omission or alleged omission. The Company and the Placement Agent agree that it would be unjust
and inequitable if the respective obligations of the Company and the Placement Agent for contribution were determined by pro rata
allocation of the aggregate losses, liabilities, claims, damages and expenses or by any other method or allocation that does not
reflect the equitable considerations referred to in this Section 9. No person guilty of a fraudulent misrepresentation (within
the meaning of Section 10(f) of the Act) will be entitled to contribution from any person who is not guilty of such fraudulent
misrepresentation. For purposes of this Section 9, each person, if any, who controls the Placement Agent within the meaning of
the Act will have the same rights to contribution as the Placement Agent, and each person, if any, who controls the Company within
the meaning of the Act will have the same rights to contribution as the Company, subject in each case to the provisions of this
Section 9. Anything in this Section 9 to the contrary notwithstanding, no party will be liable for contribution with respect to
the settlement of any claim or action effected without its written consent. This Section 9 is intended to supersede, to the extent
permitted by law, any right to contribution under the Act, the Exchange Act or otherwise available.


 




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		10.	Termination.



 


(a)  The
Offering may be terminated by the Placement Agent at any time prior to the expiration of the Offering Period in the event that:
(i) any of the representations, warranties or covenants of the Company contained herein or in the Subscription Documents shall
prove to have been false or misleading in any material respect when actually made; (ii) the Company shall have failed to perform
any of its material obligations hereunder or under any other Company Transaction Document or any other transaction document; (iii)
there shall occur any event, within the control of the Company that is reasonably likely to materially and adversely affect the
transactions contemplated hereunder or the ability of the Company to perform hereunder; or (iv) the Placement Agent determines
that it is reasonably likely that any of the conditions to Closing to be fulfilled by the Company set forth herein will not, or
cannot, be satisfied.


 


(b)  The
Offering may be terminated by the Company at any time prior to the expiration of the Offering Period (i) in the event that the
Placement Agent shall have failed to perform any of its material obligations hereunder, or (ii) on account of the Placement Agent’s
fraud, illegal or willful misconduct or gross negligence or (iii) a material breach of this Agreement by the Placement Agent.
In the event of any such termination by the Company, the Placement Agent shall not be entitled to any amounts whatsoever except
(i) as may be due under any indemnity or contribution obligation provided herein or in any other Company Transaction Document,
at law or otherwise and (ii) it shall retain any Brokers’ Fees received for Closings that occurred prior to the Termination
Date.


 


(c)  This
Offering may be terminated upon mutual agreement of the Company and the Placement Agent at any time prior to the expiration
of the Offering Period.


 


(d)  Before
any termination by the Placement Agent under Section 10(a) or by the Company under Section 10(b) shall become effective, the terminating
party shall give five (5) days prior written notice to the other party of its intention to terminate the Offering (the “Termination
Notice”). The Termination Notice shall specify the grounds for the proposed termination. If the specified grounds for termination,
or their resulting adverse effect on the transactions contemplated hereby, are curable, then the other party shall have three
(3) days from the Termination Notice within which to remove such grounds or to eliminate all of their material adverse effects
on the transactions contemplated hereby; otherwise, the Offering shall terminate.


 


(e)  Upon
any termination pursuant to this Section 10, the Placement Agent and the Company will instruct the Escrow Agent to cause all monies
received with respect to the subscriptions for the Units not accepted by the Company to be promptly returned to such subscribers
without interest, penalty or deduction.


 




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		11.	Survival.



 


(a)  The
obligations of the parties to pay any costs and expenses hereunder and to provide indemnification and contribution as provided
herein shall survive any termination hereunder. In addition, the provisions of Sections 3, 8 through 17 shall survive the sale
of the Units or any termination of the Offering hereunder.


 


(b)  The
respective indemnities, covenants, representations, warranties and other statements of the Company and 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 or any termination of the Offering hereunder. Notwithstanding
the foregoing, if either party effects a Closing with knowledge that one or more of the other party’s representations and
warranties has become untrue or inaccurate in any material respect or that such other party has failed to comply or satisfy in
any material respect a covenant, condition or agreement of it or them, the party so effecting the Closing shall be deemed to have
waived any claim based on the breach of such inaccurate representation and warranty or the failure to have complied with the specific
covenant or condition.


 


		12.	Notices.



 


All notices, consents,
waivers, and other communications which are required or permitted under this Agreement shall be in writing will be deemed given
to a party (a) on the date of delivery, if delivered to the appropriate address by hand or by nationally recognized overnight
courier service (costs prepaid); (b) the date of transmission if sent by facsimile or e-mail with confirmation of transmission
by the transmitting equipment if such notice or communication is delivered prior to 5:00 P.M., New York City time, on a business
day, or the next business day after the date of transmission, if such notice or communication is delivered on a day that is not
a business day or later than 5:00 P.M., New York City time, on any business day; (c) the date received or rejected by the addressee,
if sent by certified mail, return receipt requested; or (d) seven days after the placement of the notice into the mails (first
class postage prepaid), to the party at the address, facsimile number, or e-mail address furnished by the such party,


 


	If to
    the	 	KATALYST
    SECURITIES, LLC.
	Placement Agent:	 	15 Maiden Lane,
    Room 601
	 	 	New York, New York
    10038
	 	 	Attention: Mr. Paul
    Ehrenstein
	 	 	President
	 	 	 
	If to the Company:	 	Enumeral Biomedical
    Holdings, Inc.
	 	 	2360 Corporate Circle,
    Suite 400
	 	 	Henderson, NV  89074-7722
	 	 	Attn: Olesya Didenko
	 	 	President


 




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	 	 	and
	 	 	 
	 	 	Enumeral Biomedical
    Corp. 
	 	 	One Kendall Square
	 	 	Building 400, 4th
    Floor
	 	 	Cambridge, MA 02139
	 	 	Attn: Arthur H.
    Tinkelenberg, Ph.D.
	 	 	 
	with a copy to:	 	Crone Kline Rinde
    LLP
	 	 	488 Madison Avenue,
    12th Floor
	 	 	New York, NY 10022
	 	 	Attn: Barrett S.
    DiPaolo, Esq. 
	 	 	Facsimile number:
    212-400-6930
	 	 	 
	 	 	and
	 	 	 
	 	 	Duane Morris, LLP
	 	 	100 High Street,
    Suite 2400
	 	 	Boston, MA 02110-1724
	 	 	Attention Jonathan
    Lourie, Esq.
	 	 	Facsimile number:
    857-401-3089


 


Notices sent by
certified mail shall be deemed received five days thereafter, notices sent by hand delivery or overnight delivery shall be deemed
received on the date of the relevant written record of receipt.


 


		13.	Governing Law, Jurisdiction.



 


This Agreement
shall be deemed to have been made and delivered in New York City and shall be governed as to validity, interpretation, construction,
effect and in all other respects by the internal laws of the State of New York applicable to contracts to be wholly performed
in said state.


 




    	22



    	 



    

 


THE PARTIES
HERETO AGREE TO SUBMIT ALL CONTROVERSIES TO THE EXCLUSIVE JURISDICTION OF FINRA ARBITRATION IN ACCORDANCE WITH THE PROVISIONS
SET FORTH BELOW AND UNDERSTAND THAT (A) ARBITRATION IS FINAL AND BINDING ON THE PARTIES, (B) THE PARTIES ARE WAIVING THEIR RIGHTS
TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO A JURY TRIAL, (C) PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT
FROM COURT PROCEEDINGS, (D) THE ARBITRATOR’S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY
PARTY’S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULES BY ARBITRATORS IS STRICTLY LIMITED, (E) THE PANEL OF FINRA ARBITRATORS
WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY, AND (F) ALL CONTROVERSIES
WHICH MAY ARISE BETWEEN THE PARTIES CONCERNING THIS AGREEMENT SHALL BE DETERMINED BY ARBITRATION PURSUANT TO THE RULES THEN PERTAINING
TO FINRA. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. JUDGMENT ON ANY AWARD OF ANY SUCH ARBITRATION
MAY BE ENTERED IN THE SUPREME COURT OF THE STATE OF NEW YORK OR IN ANY OTHER COURT HAVING JURISDICTION OVER THE PERSON OR PERSONS
AGAINST WHOM SUCH AWARD IS RENDERED. THE PARTIES AGREE THAT THE DETERMINATION OF THE ARBITRATORS SHALL BE BINDING AND CONCLUSIVE
UPON THEM. THE PREVAILING PARTY, AS DETERMINED BY SUCH ARBITRATORS, IN A LEGAL PROCEEDING SHALL BE ENTITLED TO COLLECT ANY COSTS,
DISBURSEMENTS AND REASONABLE ATTORNEY’S FEES FROM THE OTHER PARTY. PRIOR TO FILING AN ARBITRATION, THE PARTIES HEREBY AGREE
THAT THEY WILL ATTEMPT TO RESOLVE THEIR DIFFERENCES FIRST BY SUBMITTING THE MATTER FOR RESOLUTION TO A MEDIATOR, ACCEPTABLE TO
ALL PARTIES, AND WHOSE EXPENSES WILL BE BORNE EQUALLY BY ALL PARTIES. THE MEDIATION WILL BE HELD IN THE COUNTY OF NEW YORK, STATE
OF NEW YORK, ON AN EXPEDITED BASIS. IF THE PARTIES CANNOT SUCCESSFULLY RESOLVE THEIR DIFFERENCES THROUGH MEDIATION, THE MATTER
WILL BE RESOLVED BY ARBITRATION. THE ARBITRATION SHALL TAKE PLACE IN THE COUNTY OF NEW YORK, THE STATE OF NEW YORK, ON AN EXPEDITED
BASIS.


 


		14.	Miscellaneous.



 


A.  No
provision of this Agreement may be changed or terminated except by a writing signed by the party or parties to be charged therewith.
Unless expressly so provided, no party to this Agreement will be liable for the performance of any other party’s obligations
hereunder. Either party hereto may waive compliance by the other with any of the terms, provisions and conditions set forth herein;
provided, however, that any such waiver shall be in writing specifically setting forth those provisions waived thereby.
No such waiver shall be deemed to constitute or imply waiver of any other term, provision or condition of this Agreement. Neither
party may assign its rights or obligations under this Agreement to any other person or entity without the prior written consent
of the other party. Notwithstanding the foregoing, the parties specifically acknowledge and agree that any Sub-Agent may rely
upon and shall be a beneficiary of the Representations, Warranties and Covenants of the Company set forth in Section 2A hereof.


 


B.  Each
party shall, without payment of any additional consideration by any other party, at any time on or after the date of any Closings,
take such further action and execute such other and further documents and instruments as the other party may reasonably request
in order to provide the other party with the benefits of this Agreement.


 




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C.  The
Parties to this Agreement each hereby confirm that they will cooperate with each other to the extent that it may become necessary
to enter into any revisions or amendments to this Agreement, in the future to conform to any federal or state regulations as long
as such revisions or amendments do not materially alter the obligations or benefits of either party under this Agreement.


 


		15.	Entire Agreement; Severability.



 


This Agreement
together with any other agreement referred to herein supersedes all prior understandings and written or oral agreements between
the parties with respect to the Offering and the subject matter hereof. If any portion of this Agreement shall be held invalid
or unenforceable, then so far as is reasonable and possible (i) the remainder of this Agreement shall be considered valid and
enforceable and (ii) effect shall be given to the intent manifested by the portion held invalid or unenforceable.


 


		16.	Counterparts.



 


This Agreement
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 Agreement and of signature pages by facsimile
transmission or in pdf format shall constitute effective execution and delivery of this Agreement as to the parties and may be
used in lieu of the original Agreement 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.


 


		17.	Confidentiality.



 


(a)  The
Placement Agent will maintain the confidentiality of the Information and, unless and until such information shall have been made
publicly available by the Company or by others without breach of a confidentiality agreement, shall disclose the Information only
as authorized by the Company or as required by law or by order of a governmental authority or court of competent jurisdiction.
In the event the Placement Agent is legally required to make disclosure of any of the Information, the Placement Agent will give
prompt notice to the Company prior to such disclosure, to the extent the Placement Agent can practically do so.


 


(b)      The
foregoing paragraph shall not apply to information that:


 


(i)  at
the time of disclosure by the Company, is or thereafter becomes, generally available to the public or within the industries in
which the Company conducts business, other than as a result of a breach by the Placement Agent of its obligations under this Agreement;


 


(ii)  prior
to or at the time of disclosure by the Company, was already in the possession of, the Placement Agent or any of its affiliates,
or could have been developed by them from information then lawfully in their possession, by the application of other information
or techniques in their possession, generally available to the public; at the time of disclosure by the Company thereafter, is
obtained by the Placement Agent or any of its affiliates from a third party who the Placement Agent reasonably believes to be
in possession of the information not in violation of any contractual, legal or fiduciary obligation to the Company with respect
to that information; or is independently developed by the Placement Agent or its affiliates.


 




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The exclusions
set forth in sub-section (b) above shall not apply to pro forma financial information of the Company, which pro forma Information
shall in all events be subject to sub- section (a) above.


 


(c)  Nothing
in this Agreement shall be construed to limit the ability of the Placement Agent or its affiliates to pursue, investigate, analyze,
invest in, or engage in investment banking, financial advisory or any other business relationship with entities other than the
Company, notwithstanding that such entities may be engaged in a business which is similar to or competitive with the business
of the Company, and notwithstanding that such entities may have actual or potential operations, products, services, plans, ideas,
customers or supplies similar or identical to the Company’s, or may have been identified by the Company as potential merger
or acquisition targets or potential candidates for some other business combination, cooperation or relationship. The Company expressly
acknowledges and agrees that they do not claim any proprietary interest in the identity of any other entity in its industry or
otherwise, and that the identity of any such entity is not confidential information.


 


[Signatures on following page.]


 




    	25



    	 



    

 


If the foregoing
is in accordance with your understanding of the agreement between the Company and the Placement Agent, kindly sign and return
this Agreement, whereupon it will become a binding agreement as provided herein between the Company and the Placement Agent in
accordance with its terms.


 


	ENUMERAL BIOMEDICAL HOLDINGS, INC.	 
	 	 
	/s/
    Olesya Didenko	 
	By:  Olesya
    Didenko	 
	President	 
	 	 
	2360 Corporate Circle	 
	Suite 400	 
	Henderson, NV  89074-7722	 
	 	 
	Accepted and agreed
    to this day of July, 2014	 
	 	 
	KATALYST SECURITIES,
    LLC	 
	 	 
	/s/
    Paul Ehrenstein	 
	By:  Paul
    Ehrenstein	 
	President	 


 




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