Exhibit 10.7


LOAN AGREEMENT


 


	US $1,750,000	August 8, 2014


 


This Loan Agreement
(“Agreement”) is entered into as of the date set forth above between Rock Creek Pharmaceuticals, Inc., a Delaware
corporation with a place of business at 2040 Whitfield Avenue, Ste. 300, Sarasota, FL 34243 (the “Company”),
and Feehan Partners, LP, a California limited partnership with an address at 3 Harbor Drive, Ste. 213, Sausalito, CA 94965 (“Lender”).


 


Intending to be legally
bound hereby, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:


 


1.           Advances
and Terms of Payment.


 


1.1           Advances.



 


Lender shall at any
time and from time to time during the Term make loans to the Company in accordance with the terms and conditions hereof (“Advances”),
at the discretion of the Company’s Chief Executive Officer or Chief Financial Officer to meet the ongoing financial needs
of the Company, in accordance with Section 1.2 below. The aggregate outstanding principal amount of all Advances during
the Term shall not exceed One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) (the “Maximum Advance Limit”).
The Company may not re-borrow Advances hereunder after repayment of such Advances, unless otherwise consented to by Lender in writing.
Lender has on the date hereof sufficient liquid funds equal to the Maximum Advance Limit, and Lender will maintain liquid funds
to be used for the Advances equal to the Maximum Advance Limit (less any then outstanding Advances) during the Term. All Advances
are subject to the terms and conditions set forth herein, including the limitations set forth in Section 1.6.


 




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1.2           Criteria
for Making Advances.


 


(a) Each Advance made
by Lender to the Company shall be in increments of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000), and the aggregate
amount of Advances during any thirty (30) calendar day period during the Term shall not exceed One Million Seven Hundred Fifty
Thousand Dollars ($1,750,000). The Company shall provide Lender with written notice (a “Draw Request”) not less
than ten (10) days and not more than thirty (30) days in advance of the date the Company intends to obtain an Advance (the “Draw
Date”) together with a written statement, in reasonable detail (subject to the limitations with respect to material non-public
information contained in the next sentence), by the Company’s Chief Executive Officer or Chief Financial Officer of the proposed
use of proceeds for such Advance and how such use of proceeds is reasonably expected to advance the Company’s then current
business plan in a cost efficient manner (the “Use of Proceeds Statement”). The Use of Proceeds Statement shall
not contain any material non-public information unless the inclusion of such material non-public information is expressly consented
to by Lender in writing (and Lender provides other documentation reasonably acceptable to the Company in connection with the receipt
of such material non-public information, including without limitation an agreement to keep such information confidential and refrain
from trading in the Company’s securities on the basis of such information). The Company shall be required to provide Lender
with a separate Draw Request with respect to each Advance. The Use of Proceeds Statement shall be based on the reasonable beliefs
of the Company’s Chief Executive Officer or Chief Financial Officer and shall not be construed as a guarantee. The Company
shall have no duty to update the Use of Proceeds Statement (provided, however, that any Use of Proceeds Statement following
the initial Use of Proceeds Statement shall identify, in reasonable detail, how the use of proceeds were deployed by the Company
with respect to the immediately preceding Draw Request submitted by the Company). Lender shall have five (5) business days after
receipt of the Use of Proceeds Statement to make a non-binding suggestion of commercially reasonable changes to the Company’s
proposed use of proceeds that are consistent with the Company’s current business plan. The Company shall reasonably and in
good faith consider incorporating such proposed changes into its proposed use of proceeds; provided, however, that acceptance
of such proposed changes by the Company shall not be a condition precedent to Lender’s obligation to make the Advance.
Upon receipt of a Draw Request, Lender shall provide, or cause to be provided, the Advance referenced in the Draw Request
to the Company by wire transfer of readily available funds on or before the Draw Date. Notwithstanding the foregoing, if, during
the Term, the Company consummates a future financing from any party that results in proceeds to the Company in excess of $5,800,000
(“Third Party Financing”), Lender shall have the discretion to reduce the total amount of Advances made to the
Company thereafter, on a dollar for dollar basis, by the amount of proceeds in excess of $5,800,000 received by the Company from
such Third Party Financing; provided, however, that the financing transactions to be entered into on August 8, 2014 between
the Company and Lender and the Company and various other investors and any transactions pursuant to which amounts are provided
to the Company under the McKeon Loan Agreement (collectively, the “Concurrent Financing”) shall not constitute
a future financing and shall not be included in the definition of “Third Party Financing” for purposes of this Agreement.
Lender’s obligation to provide any Advance to the Company is conditioned upon the representations and warranties of the Company
contained in Section 6 being true in all material respects on the Draw Date of the Advance. Any of the foregoing Draw Request
notices and requirements and borrowing limitations may be waived by Lender in writing.


 


(b) If, during the
Term, the Company raises Third Party Financing in an amount equal to or greater than the Maximum Advance Limit, then the Company
shall be permitted, upon thirty (30) days written notice to Lender, to terminate this Agreement, subject to Lender’s rights
and obligations hereunder, including (without limitation) Lender’s conversion rights set forth in Section 4, Lender’s
rights with respect to the Warrants under Section 5 and Lender’s right to the payment of principal and interest.


 


1.3           Interest.


 


Interest shall accrue
on the unpaid principal amount of any outstanding Advances at the lesser of (a) three (3%) percent per annum or (b) the maximum
rate permitted by applicable law. Interest shall be computed on the basis of the number of days elapsed from the date of the advance
and a year of 365 days. Accrued interest on any outstanding Advances will be paid in arrears by the Company on a calendar quarterly
basis on the first day of April, July, October and January of each calendar year (or if such day does not fall on a business day,
the next business day) or at the time of repayment of such Advances, whichever occurs earlier as set forth in the Note.


 




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1.4           Evidence
of Advances.


 


Each Advance will be
evidenced by an unsecured promissory note in the form attached hereto as Exhibit A executed by the Company and payable to
Lender on the Draw Date (a “Note”). If the Company voluntarily grants a security interest (other than a purchase
money security interest or a mortgage loan) to any third party for indebtedness first incurred by the Company (other than purchase
money indebtedness or mortgage loans) during the Term, then the Company shall also grant to Lender a security interest on identical
security terms given to, and on a pari passu basis with, such third party. Lender shall and the Company shall act reasonably and
on market terms in connection with any inter-creditor lien agreement requested by such other lien holder. The Company shall not
otherwise be restricted from incurring any indebtedness, raising any capital or granting any security interest during the Term.


 


1.5           Documentation.


 


The Company shall maintain
accurate and complete books and records regarding each Advance and accrued interest thereon which shall be reasonably available
to Lender upon reasonably notice to the Company (and subject to the Company’s obligations with respect to any material non-public
information contained in such books and records). Lender shall provide such further documentation relating to this Agreement as
may be reasonably requested by the Company’s management and/or its Board of Directors or any committee thereof.


 


1.6           Certain
Restrictions on Advances.


 


The parties acknowledge
that, prior to the date hereof, the Company entered into a Loan Agreement with John Joseph McKeon dated March 12, 2014 (the “McKeon
Loan Agreement”). The Company shall not be permitted to request any Advance under this Agreement until the McKeon Loan
Agreement has been fully drawn upon. Either the Company’s Chief Executive Officer or Chief Financial Officer shall confirm
in writing to Lender that the condition specified in the immediately preceding sentence has been met, after which such time the
Company shall be permitted to request an Advance pursuant to the terms and conditions contained in this Agreement.


 


		2.	repayment
of obligations.



 


The Company’s
repayment obligations of principal and interest hereunder shall be set forth in the Note. Except in the event of a default by the
Company with respect to its payment obligations under any individual Note, Lender agrees that it will not make any demand for,
nor have any right to, repayment by the Company of any Advances under such Note prior to the time specified in the applicable Note.
The decision regarding repayment of any Advances prior to the time specified in the applicable Note shall be in the sole discretion
of the Company’s Chief Executive Officer or Chief Financial Officer, provided, however, that: (i) the Company is not
permitted to prepay any portion of the Note for which Lender is prohibited or limited from converting the portion of the Note to
be repaid as a result of the Ownership Cap or any Blocker Provision included in any Warrant to be issued at such conversion and
(ii) the Company shall provide Lender no less twenty (20) calendar days advance notice of the Company’s intention to prepay
any of the Advances and, Lender shall be permitted to exercise its conversion rights set forth in Section 4 below. Any repayments
shall first be applied to outstanding interest and then to outstanding principal.


 




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		3.	TERM.



 


The provisions of Sections
1.1 and 1.2 of this Agreement shall be effective as of the date first set forth above and shall continue in full force
and effect for a term (the “Term”) ending on August 15, 2015.


 


		4.	CONVERSION
OF ADVANCES TO EQUITY; SHARE VOTING RESTRICTIONS.



 


4.1          Conversion.


 


(a)          To
the extent permitted by law and subject to Sections 4.1(b) and 4.2 below, Lender in its discretion may, at any time
and from time to time prior to repayment in full of any Advance under any Note (including after notice by the Company of prepayment
of any Advance), upon fifteen (15) calendar days advance written notice (the “Conversion Notice”) to the Company,
convert (a “Conversion”) all or a portion of any outstanding Advances and, at the election of the Company, accrued
interest thereon (the “Converted Amount”) into investment units in the Company (“Units”).
Each such Unit shall consist of one share of Common Stock, and one warrant to purchase one share of Common Stock from the Company
(the “Warrant”). Each Warrant shall (a) be exercisable during a term commencing four (4) years after the date
of issuance of such Warrant and ending seven (7) years after the date of issuance of such Warrant and (b) have an exercise price
equal to $1.00. The Converted Amount on the date of Conversion will convert pursuant to this Section 4 into such number
of shares of Common Stock and such number of Warrants that equals the Converted Amount divided by $1.00, with any partial share
and Warrant to purchase a partial share that would result from such conversion calculation rounded up to a whole share of Common
Stock (collectively, the “Shares”). Any Warrants issued to Lender under this Agreement shall be issued in substantially
the form attached hereto as Exhibit B to this Agreement. Once any Converted Amount is converted to Shares and Warrants under
this Section, the Maximum Advance Limit shall be reduced dollar-for-dollar by the aggregate amount of the Advances (excluding accrued
interest) being converted, and the Converted Amount (including accrued interest if applicable) will be extinguished, abated and
deemed to be repaid in full as of the date of the Conversion. The Company shall reduce any shares of Common Stock reserved for
issuance to Lender upon a Conversion or exercise of the Warrants issued in connection with a Conversion in proportion to the amount
of any repayment.


 




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(b)         Notwithstanding
the foregoing, Lender shall only be permitted to effect a Conversion into a number of Units that, after giving effect to such Conversion,
would not cause the Ownership Cap (as defined below) to be violated. Any Warrant included as part of the Unit issuable in connection
with any Conversion, as described in Section 4.1(a) above, that, if exercised, would violate the Ownership Cap, shall contain
a provision (the “Blocker Provision”) providing that such Warrant shall be exercisable only at such time, if
any, when the Ownership Cap would not be violated after giving effect to such exercise (a “Blocked Warrant”).
Any Unit that contains a Blocked Warrant shall be issued proportionately such that Lender receives the maximum number of shares
of Common Stock and Warrants (other than Blocked Warrants) that will not violate the Ownership Cap. By example only, if Lender
desired to effect a Conversion for 10 Units (comprised of 10 shares of Common Stock and 10 Warrants), and 15 shares of Common Stock
was the maximum number of shares that could be issued to Lender without Lender’s beneficial ownership violating the Ownership
Cap (absent any requisite stockholder approval, if applicable), Lender would be permitted to effect a Conversion for 10 shares
of Common Stock, 5 Warrants and 5 Blocked Warrants (it being understood that such Blocked Warrants would be exercisable only at
such time, if any, when the Ownership Cap was not violated). No Blocked Warrant will be included in the calculation of beneficial
ownership for purposes of determining the Ownership Cap for any Conversion.  


 


Notwithstanding anything
in this Agreement to the contrary, Lender shall only be permitted to effect a Conversion if, at the time of the proposed Conversion,
the Company has a number of authorized and reserved shares of Common Stock that is sufficient (i) to allow the Company to issue
the full number of Units required to be issued upon the Conversion in accordance with this Section 4 and (ii) to allow the
full exercise of the Warrants required to be issued upon the Conversion in accordance with this Section 4. The Company’s
failure to maintain such a number of authorized and reserved shares of Common Stock shall not be deemed to be a breach of or a
default under this Agreement or any Note or Warrant issued pursuant to this Agreement or a breach of any of the representations
or warranties made by the Company in this Agreement. In the event that Lender is unable to effect a Conversion as a result of the
Company’s failure to maintain such a number of authorized and reserved shares of Common Stock, the Company will use commercially
reasonable efforts to increase the number of authorized shares of Common Stock such that the Conversion can be effected by Lender
and Lender will be permitted to effect the Conversion following the necessary increase in the number of authorized and reserved
shares of Common Stock.


 


4.2           Ownership
Caps.


 


(a)
The Company shall not issue to Lender any Warrants (other than Blocked Warrants pursuant to Section 4.1(b) above)
or shares of Common Stock under this Agreement until such time when such shares (including shares issuable upon exercise of the
Warrants) proposed to be issued, when aggregated with all other shares then owned beneficially (as calculated pursuant to (i) Section
13(d) of the Securities Exchange Act of 1934 and Rule 13d-3 promulgated thereunder and (ii) the rules and regulations of the NASDAQ
Stock Market ) by Lender would not result in the beneficial ownership by Lender of more than 9.99% of the then issued and outstanding
shares of Common Stock (the “9.99% Ownership Cap”), without the prior written consent of Lender. The Ownership
Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction.


 




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(b)
The Company shall not increase the number of shares of Common Stock that may be acquired pursuant to Section 10 of the form
of warrant attached hereto as Exhibit B (the “Warrant Reset”) until such time when the shares issuable
upon exercise of the such Warrants, when aggregated with all other shares acquired through this financing by Lender and the investors
in the Concurrent Financing (in the aggregate as a whole) would not result in the beneficial ownership by Lender and the investors
in the Concurrent Financing (in the aggregate as a whole) of more than 19.99% of the issued and outstanding shares of Common Stock
(the “19.99 Ownership Cap”, and together with the 9.99% Ownership Cap, the “Ownership Cap”)
on the date hereof giving effect to such Warrant Reset as if the exercise price resulting from such Warrant Reset had been in effect
on the date hereof, unless stockholder approval is obtained by the Company to issue the shares of Common Stock in excess of the
Ownership Cap. The Ownership Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar
transaction. The requisite vote for obtaining stockholder approval as contemplated by this Agreement shall be calculated as required
by the rules and regulations of the NASDAQ Stock Market.


 


4.3           Registration
Rights.


 


The Company and Lender
shall have the registration rights, duties and obligations set forth on Exhibit C to this Agreement with respect to any
shares of Common Stock that become issuable to Lender pursuant to this Agreement upon a Conversion or upon the exercise of Warrants
(including the Warrants issuable to Lender pursuant to Section 5 hereof). Notwithstanding anything in this Agreement or
any of the Exhibits to this Agreement (including Exhibit C) to the contrary, the Company will have no obligation to file
a registration statement covering any shares of the Company’s Common Stock that may become issuable to Lender pursuant to
this Agreement until the thirtieth (30th) day following the end of the Term.


 


4.4           Closing
of Conversion.


 


The completion of a
Conversion shall occur within five business days after the receipt of the Conversion Notice by the Company (or upon such other
day as the Company and Lender shall agree), at the offices of the Company’s counsel. At the closing, among other things,
the Company shall issue to Lender one or more stock certificates (and, as applicable, Warrants or Blocked Warrants), registered
in Lender’s name and address representing the shares of Common Stock.


 


4.5           Share
Voting Restrictions.


 


Should this agreement
or the issuance of shares of Common Stock in excess of the Ownership Cap be sought as a result of any NASDAQ requirement, Lender
shall not be entitled to vote on any matter seeking such approval for this Agreement, including without limitation any vote seeking
approval for the Company to issue shares of Common Stock to Lender in excess of the Ownership Cap. For clarification, Lender and
all shares of Common Stock issued as a result of conversion shall be entitled to vote on all matters except those expressly restricted
hereby.


 




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		5.	WARRANT ISSUANCE.



 


On the date of this
Agreement as part of the consideration for the entry into this Agreement, the Company shall issue Warrants to Lender for the purchase
of 175,000 shares of Common Stock in substantially the form attached hereto as Exhibit B. Each Warrant shall (a) be exercisable
during a term commencing four (4) years after the date of issuance of such Warrant and ending seven (7) years after the date of
issuance of such Warrant and (b) have an exercise price equal to $1.00. All such Warrants are fully vested at issuance and not
subject to any vesting conditions or other contingencies. All such Warrants are fully earned as of the date hereof and are not
in any fashion conditioned upon or subject to the Company requesting or receiving any Advances under this Agreement. For the avoidance
of doubt, no Warrant referred to in this Section 5 will be deemed a Blocked Warrant, nor shall any such Warrant referred
to in this Section 5 contain a Blocker Provision. 


 


		6.	REPRESENTATIONS
AND WARRANTIES of the company.



 


The Company represents
and warrants to Lender as of the date of this Agreement and as of each Draw Date:


 


6.1           Organization.


 


Each of the Company
and its Subsidiaries (as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”))
is duly organized and validly existing in good standing under the laws of the jurisdiction of its organization. Each of the Company
and its Subsidiaries has full power and authority to own, operate and occupy its properties, to conduct its business as presently
conducted and is registered or qualified to do business and in good standing in each jurisdiction in which it owns or leases property
or transacts business and where the failure to be so qualified would not have a material adverse effect upon the financial condition
or business, operations, assets or prospects of the Company and its Subsidiaries, taken as a whole (a “Material Adverse
Effect”).


 


6.2           Due
Authorization.


 


The Company has all
requisite power and authority to execute, deliver and perform its obligations under this Agreement, and has taken all necessary
corporate action to enter into and perform this Agreement and to issue the shares of Common Stock upon a Conversion and upon exercise
of the Warrants. This Agreement has been duly authorized, validly executed and delivered by the Company and constitutes a legal,
valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and
contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law).


 




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6.3           Non-Contravention.


 


Except as would not
reasonably be expected to have a Material Adverse Effect, the execution and delivery of this Agreement, the fulfillment of the
terms of this Agreement and the consummation of the transactions contemplated hereby will not (i) conflict with or constitute
a violation of, or default (with or without the giving of notice or the passage of time or both) under, (A) any material bond,
debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement,
joint venture or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of its Subsidiaries
or their respective properties are bound, (B) the charter, by-laws or other organizational documents of the Company or any
Subsidiary, or (C) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration
panel or authority applicable to the Company or any Subsidiary or their respective properties, or (ii) result in the creation
or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties
or assets of the Company or any Subsidiary or an acceleration of indebtedness pursuant to any obligation, agreement or condition
contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed
of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound
or to which any of the property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other
order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization,
stock exchange or market, or other governmental body in the United States is required for the execution and delivery of this Agreement
or for any Advance hereunder, other than such as have been or will be made or obtained prior to the date hereof, and except for
any securities filings required to be made under federal or state securities laws.


 


6.4           Solvency.


 


On the date of this
Agreement and after giving effect to this Agreement and the receipt of Advances by the Company up to the Maximum Advance Limit,
the Company is able to pay its debts and liabilities, as such debts and liabilities become absolute and mature. The Company is
not the subject of a voluntary or involuntary bankruptcy or insolvency action, has not made a general assignment of its assets
for the benefit of creditors, and has not taken any corporate action to authorize any of the foregoing.


 


6.5           SEC
Filings.


 


Since January 1, 2013,
the Company and its Subsidiaries have filed all reports, schedules, forms, statements and other documents required to be filed
by it with the Securities and Exchange Commission (the “Commission”) pursuant to the reporting requirements
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (such reports, including exhibits thereto
and documents incorporated by reference therein collectively, the “SEC Documents”). To the best of the Company’s
knowledge, as of their respective filing dates, none of the SEC Documents contained an untrue statement of material fact or omitted
to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light
and circumstances under which they were made, not misleading, except to the extent corrected by subsequently filed or furnished
SEC Documents.


 


6.6           Absence
of Certain Changes.


 


Except as disclosed
in the SEC Documents or otherwise publicly disclosed by the Company, since January 1, 2014, there has been no adverse change or
adverse development in the business, properties, assets, operations, financial condition, prospects, liabilities or results of
operations of the Company or its Subsidiaries which to the knowledge of the Company would reasonably be expected to have a Material
Adverse Effect.


 




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6.7           Capitalization.



 


As of February 15,
2014, the authorized capital stock of the Company consists of (i) 274,800,000 shares of Common Stock, of which 172,607,230 shares
are issued and outstanding and 36,094,832 shares are issuable and reserved for issuance pursuant to the Company’s stock option
plans or securities exercisable or exchangeable for, or convertible into, shares of Common Stock, and (ii) 100,000 shares of preferred
stock, of which as of the date hereof no shares are issued. All of such outstanding shares have been, or upon issuance will be,
validly issued, fully paid and nonassessable. Except as disclosed in the SEC Documents or in connection with the Concurrent Financing,
as of the date hereof, (i) no shares of the Company’s capital stock are subject to preemptive rights or any other similar
rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding options, warrants, scrip,
rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into,
any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements
by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company
or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, (iii)
there are no outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions,
and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may
become bound to redeem a security of the Company or any of its Subsidiaries, and (iv) the Company does not have any stock appreciation
rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company disclosed in its SEC Documents
or has furnished to Lender true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect
on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the
date hereof (the “By-laws”).


 


6.8           Material
Non-Public Information. 


 


The Company has not
provided (and during the Term the Company will not provide) any material non-public information to Lender, unless expressly consented
to by Lender in writing (and Lender provides other documentation reasonably acceptable to the Company in connection with the receipt
of such material non-public information, including without limitation an agreement to keep such information confidential and refrain
from trading in the Company’s securities on the basis of such information).


 


		7.	representations
and warranties of Lender.



 


Lender represents and
warrants to the Company as of the date of this Agreement and as of each Draw Date:


 




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7.1           Due
Authorization 


 


Lender has all requisite
power, authority and capacity to execute, deliver and perform its obligations under this Agreement, and has taken all necessary
corporate or partnership action to enter into and perform this Agreement. This Agreement has been duly authorized and validly executed
and delivered by Lender and constitutes a legal, valid and binding agreement of Lender enforceable against Lender in accordance
with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to
general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).


 


7.2           Non-Contravention.


 


The execution and delivery
of this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby
will not (i) conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time
or both) under, (A) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture,
mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which Lender is a party, (B) any
law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable
to Lender or its property, or (ii) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction
whatsoever upon any of the material properties or assets of Lender or an acceleration of indebtedness pursuant to any obligation,
agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture,
mortgage, deed of trust or any other agreement or instrument to which Lender is a party or by which it is bound or to which any
of the property or assets of Lender is subject. No consent, approval, authorization or other order of, or registration, qualification
or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental
body in the United States is required for the execution and delivery of this Agreement by Lender, other than such as have been
made or obtained, and except for any securities filings required to be made under federal or state securities laws.


 


7.3           Private
Placement. 


 


Lender represents and
warrants to, and covenants with, the Company that Lender is acquiring the Warrants and shares of Common Stock for its own account
for investment only and with no present intention of distributing any of the Warrants and shares of Common Stock in violation of
the applicable securities laws, or any arrangement or understanding with any other persons regarding the distribution of the securities.
Lender has been advised and understands that the Warrants and shares of Common Stock have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”) or under the “blue sky” or similar laws of any jurisdiction
and may be resold only if registered pursuant to the provisions of the Securities Act and such other laws, if applicable, or, subject
to the terms and conditions of this Agreement, if an exemption from registration is available. Lender has been advised and understands
that the Company, in issuing the Warrants and shares of Common Stock, is relying upon, among other things, the representations
and warranties of Lender herein in concluding that such issuance is a “private offering” and is exempt from the registration
provisions of the Securities Act.


 




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7.4           Certain
Trading Activities. 


 


Neither Lender nor
any of its affiliates has directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with
Lender, engaged in any purchase or sale of Common Stock (including, without limitation, any Short Sales (as defined below) involving
the Company’s securities) since the date that Lender was presented with draft documentation relating to the transactions
proposed hereby. For the purposes of this Section 7.4, “Short Sales” include, without limitation, all “short
sales” as defined in Rule 200 of Regulation SHO adopted under the Exchange Act and all types of direct and indirect stock
pledges, forward sales contracts, options, puts, calls, short sales and other transaction through non-US broker-dealers or foreign
regulated brokers having the effect of hedging the securities of the Company or the investment contemplated under this Agreement. 
Lender covenants that neither it, nor any person acting on its behalf or pursuant to any understanding with it, will engage in
any transaction in the securities of the Company (including Short Sales) prior to the completion of one trading day following the
filing of a Current Report on Form 8-K, Annual Report on Form 10-K, press release, or other applicable Exchange Act report reporting
the transactions contemplated hereby.


 


7.5           No
Advice. 


 


Lender understands
that nothing in this Agreement or any other materials presented to Lender in connection with the acquisition of the Warrants and
shares of Common Stock constitutes legal, tax or investment advice. Lender has consulted such legal, tax and investment advisors
as it, in its sole discretion, has deemed necessary or appropriate in connection with its acquisition of the Warrants and shares
of Common Stock.


 


7.6           Accredited
Investor; Big Boy. 


 


Lender is an “accredited
investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act and is able to bear the risk of
its investment in the Warrants and shares of Common Stock. Lender has such knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of the acquisition of the Warrants and shares of Common Stock. Lender acknowledges
that it does not have any material non-public information relating to the Company. Lender further acknowledge that the Company
and its respective agents, officers, directors and affiliates possess material non-public information not known to Lender regarding
or relating to the Company or the Units, including, but not limited to, information concerning the business, financial condition,
results of operations, legal matters associated with ongoing or past litigation matters, investigations, the Company’s corporate
transition matters (including transactions related to the corporate transition matters and amounts that become payable by the Company),
prospects and other plans of the Company. Lender acknowledges that any material nonpublic information may be indicative of a value
of the Units that is substantially less than the purchase price that may be paid for such Units by Lender, or may be otherwise
adverse to Lender, and such material nonpublic information, if known to Lender, could be material to its decision to acquire the
Units or otherwise engage in the transactions contemplated by this Agreement. Accordingly, Lender understands and accepts that
there is an information disparity between Lender and the Company, confirms that the Company is not obligated to disclose, and consistent
with Lender’s instructions, has not disclosed material, non-public information to Lender, and has no liability arising from
such non-disclosure. Investor acknowledges that neither the Company nor any of its agents, officers or directors or affiliates
have delivered any information or made any representation to Investor, except as expressly set forth herein.


 




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7.7           Limited
Representations. 


 


Lender and its advisors,
if any, have been furnished with all materials relating to the business, finances and operations of the Company and its Subsidiaries
that have been requested and materials relating to the offer and acquisition of the Warrants and shares of Common Stock, that have
been requested by Lender. Lender and its advisors, if any, have been afforded the opportunity to ask such questions of the Company
as they deem appropriate for purposes of the investment contemplated hereby. Lender acknowledges and agrees that the most recent
disclosure of the Company’s results is for the three month period ended on, and the Company’s financial condition at,
March 31, 2014, as reported on the Company’s quarterly report on Form 10-Q, filed with the Commission on May 12, 2014. Lender
acknowledges that Lender has had the opportunity to ask questions or otherwise request information related to (or otherwise is
aware of) the Company’s results, operations, financial conditions or prospects since March 31, 2014. Lender does not have,
and is not otherwise aware of, any information that is or would be material to the Company’s results, operations, financial
conditions or prospects, that the Company does not have or is not otherwise aware of. Lender understands that its acquisition of
the Warrants and shares of Common Stock involves a high degree of risk and that Lender may lose its entire investment in the Warrants
and shares of Common Stock, and that Lender can afford to do so without material adverse consequences to its financial condition.
Lender is not relying on, and does not have, any information provided by the Company and its Subsidiaries, except to the extent
provided in Section 6 herein.


 


7.8           No
Recommendation. 


 


Lender understands
that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation
or endorsement of the Warrants and shares of Common Stock or the fairness or suitability of an investment in the Warrants and shares
of Common Stock nor have such authorities passed upon or endorsed the merits thereof.


 


7.9           Restrictive
Legend. 


 


The Company shall issue
the certificates for the Warrants and shares of Common Stock to Lender with a legend as described in Exhibit C to this Agreement.
Lender covenants that, in connection with any transfer of any Warrants and shares of Common Stock pursuant to the registration
statement contemplated by Exhibit C hereof, as applicable, including the prospectuses contained therein, Lender will comply
with the applicable prospectus delivery requirements of the Securities Act, provided that copies of a current prospectus relating
to such effective registration statement are available to Lender.


 




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7.10         Residence.



 


Lender is a California
limited partnership.


 


7.11         No
Market. 


 


Lender understands
that the Warrants and shares of Common Stock are restricted securities, and that the Warrants and shares of Common Stock must be
held indefinitely unless and until the resale of such Warrants and shares of Common Stock are registered under the Securities Act
or subject to the terms and conditions of this Agreement and the applicable securities laws, an exemption from registration is
available. Lender has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act.


 


7.12         No
Commissions. 


 


Lender has taken no
action which would give rise to any claim by any person for brokerage commissions, finder's fees or similar payments by the Company
or Lender relating to this Agreement or the transactions contemplated hereby.


 


7.13         Transactional
Exemption. 


 


Lender understands
that the Warrants and shares of Common Stock are being offered and sold in reliance on a transactional exemption from the registration
requirements of federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of Lender set forth herein in order to determine the applicability of
such exemptions and the suitability of Lender to acquire the Warrants and shares of Common Stock .


 


7.14         Lender
Undertaking. 


 


Lender covenants that
it will not sell, transfer, assign, hypothecate or pledge in any way any of the Warrants and shares of Common Stock unless the
resale of the securities have been registered for resale under the Securities Act and in compliance with applicable prospectus
delivery requirements, if any, or otherwise in compliance with the requirements of an available exemption from registration under
the Securities Act and the rules and regulations promulgated thereunder.


 


7.15         Liquidity.


 


Lender has sufficient
liquid assets in excess of its expenses, debts and liabilities to permit it to make Advances up to the Maximum Advance Limit to
the Company. Lender shall, for the full duration of the Term, maintain the requisite liquidity and capacity described in the preceding
sentence.


 




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		8.	MISCELLANEOUS
PROVISIONS.



 


8.1           Notices.


 


Any notice required
to be provided hereunder shall be in writing and personally delivered or sent by registered or certified mail postage prepaid,
return receipt requested to the Company or Lender, as the case may be, at the addresses set forth in the first paragraph of this
Agreement.


 


8.2           Choice
of Law and Venue.


 


This Agreement shall
be construed in accordance with the laws of the Commonwealth of Virginia without giving effect to its conflicts of law principles.


 


8.3           No
Assignment.


 


Neither party may assign
any of their rights or delegate any of their duties hereunder without the prior written consent of the other party, and any such
attempted assignment or delegation without such consent shall be void and of no force and effect.


 


8.4           Invalidity.



 


If any provision of
this Agreement is held invalid or unenforceable to any extent or in any application, the remainder of this Agreement shall not
be affected thereby and the invalidity or unenforceability of any part or provision of this Agreement shall not affect any other
part or provision of this Agreement, all of which are inserted conditionally on their being valid and enforceable.


 


8.5           Expenses.


 


Each party shall pay
their own respective costs and expenses incurred in connection with the preparation, negotiation and execution of this Agreement
(including the Exhibits attached hereto).


 


8.6           Entire
Agreement; Order of Precedence. 


 


This Agreement constitutes
the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the Company and
Lender with respect to the subject matter hereof. In the event of a conflict between the terms of this Agreement and the terms
of any Warrant, the terms of this Agreement shall govern and control.         


 


8.7           Assignment



 


This Agreement shall
be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns; but neither this
Agreement nor any of the rights, benefits or obligations hereunder (including, without limitation, any rights, benefits or obligations
with respect to any Note) shall be assigned, by operation of law or otherwise, by any party without the prior written consent of
the other party (in the other party’s sole discretion).


 




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8.8           Use
of Lender’s Name in Press Release 


 


The Company shall not
use Lender’s name in any press release issued by the Company related to this Agreement or the transactions contemplated hereby,
without the consent of Lender.


  




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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed and delivered at the Company’s place of business in Sarasota,
Florida.


 


	 	 	Rock Creek Pharmaceuticals, Inc.  
	 	 	 
	_________________________	 	By:  	/s/ Michael J. Mullan
	Witness:	 	Name:  Dr. Michael J. Mullan
	 	 	Title: Chairman and CEO
	 	 	 
	 	 	Feehan Partners, LP
	 	 	 
	_________________________	 	By: 	/s/ Robert W. Scannell
	Witness:	 	Name: Robert W. Scannell
	 	 	Title: General Partner


 


Signature
Page to Loan Agreement


  




    	 



    	 



    

 


Exhibit A


 


Form of Note


 


Please see attached.


 




    	 



    	 



    

 


THIS PROMISSORY NOTE AND THE SECURITIES
ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR
THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION
OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE
WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.


 


PROMISSORY NOTE


 


	US $[Amount of Advance]	[Draw Date]


 


FOR VALUE RECEIVED,
Rock Creek Pharmaceuticals, Inc., a Delaware corporation (the “Company” or “Borrower”),
hereby unconditionally promises to pay to Feehan Partners, LP, a California limited partnership with an address at 3 Harbor
Drive, Ste. 213, Sausalito, CA 94965 or its permitted assignee (the “Lender”) the principal sum of ________________
MILLION DOLLARS ($__,000,000), together with accrued interest, in lawful money of the United States of America (the “Note”).
Interest and principal shall be payable at such address or by wire transfer to such account as the Lender shall specify by written
notice or in the absence of such notice at 3 Harbor Drive, Ste. 213, Sausalito, CA 94965.


 


1.          Due
Date; Prepayment. Subject to Section 3 below, this Note shall be due and payable on the second anniversary of this
Note (“Due Date”). Prior to the Due Date, the Company may at any time, and from time to time, repay, without
penalty or premium, any or all amounts due under this Note, provided, however, that the Company shall provide Lender with
no less than twenty (20) calendar days written notice of the Company’s intention to prepay during which period Lender may
exercise conversion rights under this Note and the Loan Agreement. Notwithstanding the foregoing, the Company may not pay such
portion of this Note before the Due Date to the extent that Lender is for any reason not permitted to convert such portion of this
Note into the Units including due to the Ownership Cap or provisions of Section 16 of the Securities Act. Any repayment or prepayment
shall first be applied to interest and then to principal.


 


2.          Interest.
Interest shall accrue on the unpaid principal amount of this Note at the lesser of: (i) three (3) percent per annum and (ii) the
maximum rate permitted by applicable law, computed on the basis of the number of revolving days elapsed from the date of the advance
and a year of 365 days. Accrued interest on any unpaid principal amount will be paid in cash in arrears by the Company on a calendar
quarterly basis on the first day of April, July, October and January of each calendar year (or if such day does not fall on a business
day, the next business day) or at the time of repayment of this Note, whichever occurs earlier.


 




    	 



    	 



    

 


3.          Conversion;
Units. Lender may in accordance with the Loan Agreement convert (the “Conversion”) all or a portion
of this Note (including after notice by the Company of prepayment of this Note) (the “Converted Amount”) into
investment units in the Company. Each such investment unit shall consist of one share of the Company’s common stock, par
value $0.0001 per share (the “Common Stock”), and one warrant to purchase one share of Common Stock at an exercise
price of $1.00, exercisable during a term commencing four (4) years after the date of issuance of such Warrant and ending seven
(7) years after the date of issuance of such Warrant (the “Warrants”) (collectively, the Common Stock and Warrants
are referred to as the “Units”). The Converted Amount will convert into such number of shares of Common Stock
and such number of Warrants that equals the Converted Amount divided by $1.00 with any partial share and Warrant to purchase a
partial share that would result from such conversion calculation rounded up to a whole share of Common Stock. Once any Converted
Amount is converted, the Converted Amount will be deemed to be extinguished, abated and repaid in full as of the date of the delivery
of the Units. NOTWITHSTANDING THE FORGOING, THIS NOTE MAY NOT BE CONVERTED INTO THE UNITS TO THE EXTENT THAT THE COMBINATION
OF SHARES AND WARRANTS RECEIVED IN THE CONVERSION WOULD RESULT IN LENDER’S BENEFICIAL OWNERSHIP IN THE COMPANY EXCEEDING
9.99% OF THE COMPANY’S OUTSTANDING COMMON STOCK (THE “OWNERSHIP CAP”). FOR CLARIFICATION, WARRANTS SHALL
NOT CONSTITUTE BENEFICIAL OWNERSHIP TO THE EXTENT SUCH WARRANTS CONTAIN A PROHIBITION ON EXERCISE IF SUCH EXERCISE WOULD CAUSE
LENDER’S BENEFICIAL OWNERSHIP TO EXCEED THE OWNERSHIP CAP.


 


4.          Loan
Agreement. This Note has been executed and delivered pursuant to that certain Loan Agreement, dated August 8, 2014, by
and between Lender and Company (the “Loan Agreement”), and this Note is one of the “Notes” referred
to in the Loan Agreement. Unless otherwise defined herein, capitalized terms used in this Note shall have the meaning ascribed
to them in the Loan Agreement. This Note evidences an Advance made under the Loan Agreement, and the holder of this Note shall
be entitled to the benefits, and is subject to the restrictions, set forth in the Loan Agreement. This Note and the Units that
may be acquired upon conversion of this Note are subject to registration rights as more fully provided in the Loan Agreement.


 


5.          Assignment.
This Note may be assigned by Lender only upon the written consent of the Company (such consent to be in the sole discretion of
the Company), provided that such assignment does not violate federal securities laws or require the Company to seek the approval
of its shareholders with respect to the assignment, conversion of the Note or otherwise. The assignee shall be deemed to be the
holder of this Note entitled to all rights hereunder including conversion rights set forth herein and in the Loan Agreement.


 




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6.          Event
of Default/Remedies. Each of the following shall constitute an event of default (“Event of Default”)
under this Note: (i) Borrower fails to make any payment when due under this Note, (ii) Borrower files for bankruptcy or bankruptcy
proceedings are instituted against it, or a general assignment is made by the Company for the benefit of its creditors, or (iii)
Borrower fails to timely deliver the Units upon conversion. Upon the occurrence of an Event of Default that is not cured for twenty
(20) days following written notice, this Note shall be due and payable in full and Lender shall be entitled to pursue all available
remedies and damages resulting from such Event of Default in the event the Company is not able to repay this Note in full.


 


7.          Costs.
The Company shall pay Lender’s reasonable costs incurred for enforcement of Lender’s rights and remedies, including
reasonable attorneys’ fees and legal expenses, in connection with a Company Event of Default pursuant to Section 6
of this Note.


 


8.          Miscellaneous.
Presentment or other demand for payment, notice of dishonor and protest are expressly waived by the Company. This Note shall be
governed by and construed in accordance with the laws of the State of Florida. If there is a lawsuit, Borrower agrees upon Lender’s
request to submit to the jurisdiction of the courts of Sarasota County, State of Florida. The terms of this Note shall be binding
upon and inure to the benefit of the parties and their respective permitted successors and assigns; but neither this Note nor any
of the rights, benefits or obligations hereunder shall be assigned, by operation of law or otherwise, by any party without the
prior written consent of the other party (in the other party’s sole discretion). If any part of this Note cannot be enforced,
this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note
without losing them. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who
signs this Note shall be released from liability. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FOREBEAR
FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL
THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT BORROWER AND LENDER FROM MISUNDERSTANDING
OR DISAPPOINTMENT, ANY AGREEMENTS COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING OR THE LOAN AGREEMENT, WHICH IS THE COMPLETE
AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.


  




    	3



    	 



    

 


IN WITNESS WHEREOF, the Company has executed
this instrument as of the date set forth above.


 


	 	COMPANY: 
	 	 
	 	ROCK CREEK PHARMACEUTICALS, INC.
	 	 	 
	 	By:	 
	 	Name:  Dr. Michael J. Mullan
	 	Title:  Chairman and CEO





 




    	 



    	 



    

 


Exhibit B


 


Form of Lender Warrant


 


Please see attached.


 




    	 



    	 



    

 


THIS WARRANT AND THE SECURITIES REPRESENTED
BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND UPON DELIVERY
OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE SECURITIES ACT OR THAT THE PROSPECTUS
DELIVERY REQUIREMENTS HAVE BEEN MET.


 


COMMON STOCK PURCHASE WARRANT


 


To purchase shares of common stock, $0.0001
par value, of


 


Rock Creek Pharmaceuticals, Inc.


 


THIS COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, Feehan Partners, LP (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after August 8, 2018 (the “Initial Exercise Date”) and on or prior to the close of business on August 8,
2021 (the “Termination Date”) but not thereafter (the “Exercise Period”), to subscribe for
and purchase from Rock Creek Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to 175,000 shares
(the “Warrant Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”).
The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $1.00, subject
to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject
to adjustment as provided herein. The term “Holder” shall refer to the Holder identified above or any subsequent transferee
of this Warrant. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Loan Agreement,
dated August 8, 2014, between the Company and the Holder (the “Loan Agreement”).


 


1. Authorization
of Warrant Shares. The Company represents and warrants that all Warrant Shares which may be issued upon the exercise of the
purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized,
validly issued, fully paid and nonassessable.


 


2. Exercise of Warrant.


 


(a) Except as provided
in Section 3 herein, exercise of the purchase rights represented by this Warrant may be made at any time or times on or
after the Initial Exercise Date and on or prior to the close of business on the Termination Date by (i) surrendering this Warrant,
with the Notice of Exercise Form attached hereto completed and duly executed, to the offices of the Company (or such other office
or agency (including the transfer agent, if applicable) of the Company as it may designate by notice in writing to the registered
Holder at the address of such Holder appearing on the books of the Company) and (ii) delivering to the Company payment of the Exercise
Price of the shares thereby purchased by wire transfer of immediately available funds or cashier’s check drawn on a United
States bank. The Holder exercising its purchase rights in accordance with the preceding sentence shall be entitled to receive a
certificate for the number of Warrant Shares so purchased, which certificate will bear a legend substantially similar to the legend
set forth on this Warrant. Certificates for shares purchased hereunder shall be issued and delivered to the Holder within five
(5) Trading Days (as defined below) after the date on which this Warrant shall have been exercised as aforesaid. This Warrant shall
be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and the Holder shall
be deemed to no longer hold this Warrant with respect to such shares and to have become a holder of record of such shares for all
purposes, in each case as of the date the Warrant has been exercised by payment to the Company of the Exercise Price for such shares
and all taxes required to be paid by the Holder, if any, pursuant to Section 4 prior to the issuance of such shares, have
been paid.


 




    	 



    	 



    

 


 (b) In the event
that the Warrant is not exercised in full, the number of Warrant Shares shall be reduced by the number of such Warrant Shares for
which this Warrant is exercised and/or surrendered, and the Company, if requested by the Holder and at its expense, shall within
ten (10) Trading Days issue and deliver to the Holder a new Warrant of like tenor in the name of the Holder or as the Holder (upon
payment by the Holder of any applicable transfer taxes) may request, reflecting such adjusted Warrant Shares.


 


(c) Notwithstanding the
foregoing, this Warrant shall not be exercisable, and the Company shall not issue to Lender any shares of Common Stock underlying
this Warrant, until such time when such shares (including shares issuable upon exercise of the Warrants) proposed to be issued,
when aggregated with all other shares then owned beneficially (as calculated pursuant to (i) Section 13(d) of the Securities Exchange
Act of 1934 and Rule 13d-3 promulgated thereunder and (ii) the rules and regulations of the NASDAQ Stock Market) by Lender would
not result in the beneficial ownership by Lender of more than 9.99% of the then issued and outstanding shares of Common Stock (the
“Ownership Cap”), without the prior written consent of Lender. The Ownership Cap shall be appropriately adjusted
for any stock dividend, stock split, reverse stock split or similar transaction.


 


“Trading
Day” shall mean a day on which there is trading on the Principal Market or such other market or exchange on which
the Common Stock is then principally traded.


 


“Principal Market” means
the Nasdaq Global Market.


 


3. No Fractional
Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.
As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay
a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.


 


 4. Charges,
Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue tax
or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the
Company, and such certificates shall be issued in the name of the Holder; provided, however, that the Holder shall pay any
applicable transfer taxes.


 




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5. Closing of Books.
The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant
to the terms hereof.


 


6. Division and
Combination.


 


(a) This Warrant may
be divided or combined with other Warrants upon presentation hereof (and thereof, as applicable) at the aforesaid office of the
Company, together with a written notice specifying the denominations in which new Warrants are to be issued, signed by the Holder
or its agent or attorney. The Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
to be divided or combined in accordance with such notice.


 


(b) The Company shall
prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 6.


 


7. No Rights as
Stockholder until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a stockholder
of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price,
the Warrant Shares so purchased shall be and be deemed to be issued to such Holder as the record owner of such shares as of the
close of business on the later of the date of such surrender or payment and this Warrant shall no longer be issuable with respect
to such Warrant Shares.


 


8. Loss, Theft,
Destruction or Mutilation of Warrant. The Company covenants that, upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and
in the case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation
of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.


 


9. Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next
succeeding day not a Saturday, Sunday or legal holiday.


 




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 10. Adjustments
of Exercise Price and Number of Warrant Shares. The number and kind of securities purchasable upon the exercise of this Warrant
and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. If the Company
shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of Common Stock to holders of its outstanding
Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares of Common Stock, or (iv) issue any shares of its capital stock in a reclassification
of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall
be adjusted so that the Holder shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company
which it would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment
of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the Holder shall thereafter
be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per
Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the
number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant
Shares or other securities of the Company purchasable pursuant hereto as a result of such adjustment. An adjustment made pursuant
to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if
any, for such event.


 


11. Reorganization,
Reclassification, Merger, Consolidation or Disposition of Assets. If, at any time while this Warrant is outstanding (i) the
Company effects any merger or consolidation of the Company with or into another individual or corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability company, joint stock company or other entity of any
kind (each a “Person”), in which the Company is not the survivor and the stockholders of the Company immediately
prior to such merger or consolidation do not own, directly or indirectly, at least fifty percent (50%) of the voting securities
of the surviving entity, (ii) the Company effects any sale of all or substantially all of its assets or a majority of its Common
Stock is acquired by a third party, in each case, in one or a series of related transactions, (iii) any tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which all or substantially all of the holders of Common
Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common
Stock covered by Section 10 above) (in any such case, a “Fundamental Transaction”), then the Holder shall
have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as
it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to
such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without
regard to any limitations on exercise contained herein (the “Alternate Consideration”). The Company shall not
effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof, any successor to the Company,
surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall
assume the obligation to deliver to the Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the
Holder may be entitled to purchase and/or receive (as the case may be), and the other obligations under this Warrant. The foregoing
provisions of this Section 11 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations,
spin-offs, or dispositions of assets.


 




    	4



    	 



    

 


12. Notice of Adjustment.
Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant
or the Exercise Price is adjusted, as herein provided, the Company shall give notice thereof to the Holder, which notice shall
state the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise
Price of such Warrant Shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts
requiring such adjustment and setting forth the computation by which such adjustment was made.


 


13. Notice of Corporate
Action. If at any time:


 


(a) the Company shall
take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution,
or any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities
or property, or to receive any other right, or


 


(b) there shall be any
capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation
or merger of the Company with, or any sale, transfer or other disposition of all or substantially all of the property, assets or
business of the Company to, another corporation, or


 


(c) there shall be a
voluntary or involuntary dissolution, liquidation or winding up of the Company;


 


then, in any one or more of such cases,
the Company shall give to the Holder (i) at least five business days’ prior written notice of the date on which a record
date shall be selected for such dividend, distribution or right or for determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and (ii) in the case of any such
reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at
least five business days’ prior written notice of the date when the same shall take place. Such notice in accordance with
the foregoing clause also shall specify (i) the date on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be entitled to any such dividend, distribution or right,
and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if any such time is to be fixed,
as of which the holders of Common Stock shall be entitled to exchange their Warrant Shares for securities or other property deliverable
upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed
to the Holder at the last address of the Holder appearing on the books of the Company and delivered in accordance with Section
15(d).


 


14. Authorized Shares.
The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights
under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may
be issued as provided herein without violation of any applicable law or regulation.


 




    	5



    	 



    

 


Except and to the extent
as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will
at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of the Holder as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon
such exercise immediately prior to such increase in par value and (b) take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant.


 


15. Miscellaneous.


 


(a) Jurisdiction.
This Warrant shall constitute a contract under the laws of the State of New York, without regard to its conflict of law, principles
or rules.


 


(b) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant will have restrictions upon resale imposed
by state and federal securities laws and/or as set forth in the Loan Agreement.


 


(c) Nonwaiver and
Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of the Holder shall operate
as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, provided, however, that all rights
hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this
Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient
to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings,
incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.


 


(d) Notices. All
notices, requests, consents and other communications provided for herein shall be in writing and shall be effective upon delivery
in person, when faxed and received, or five business days after being mailed by certified or registered mail, return receipt requested,
postage pre-paid, addressed as follows:


 


(i) If to the Holder:


 


Feehan Partners, LP


3 Harbor Drive, Suite 213

Sausalito, CA 94965

Facsimile:______________


 


or to the address of the Holder as shown on the books of the
Company; or


 




    	6



    	 



    

 


(ii) If to the Company:


 


Rock Creek Pharmaceuticals, Inc.


2040 Whitfield Ave., Suite 300


Sarasota, Florida 34243


Telephone: (804) 527-1970


Facsimile: (804) 527-1976


Attention: Chief Financial Officer


 


with a copy to:


 


Foley & Lardner LLP

Attn: Curt P. Creely, Esq.

100 N. Tampa Street, Suite 2700

Tampa, Florida 33602

Telephone: (813) 225-4122

Facsimile: (813) 221-4210


 


or at such other address as the Holder
or the Company, as applicable, may hereafter have provided to the other in accordance with the provisions of this paragraph.


 


(e) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant or purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder
for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


(f) Successors
and Assigns; No Assignment. This Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and
be binding upon the successors of the Company, provided that neither the Company (except pursuant to a transaction subject to Section
11 herein) nor the Holder may assign this Warrant without the prior written consent of the other party.


 


(g) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


(h) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 


(i) Headings.
The headings used in this Warrant are for convenience of reference only and shall not, for any purpose, be deemed a part of this
Warrant.  


 


 




    	7



    	 



    

 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be executed by its officer thereunto duly authorized.


 


	Dated:  August 8, 2014 	ROCK CREEK PHARMACEUTICALS, INC.
	 	 
	 	By:	 
	 	 	Name: Michael J. Mullan 
	 	 	Title: Chairman and CEO


 




    	 



    	 



    

  


NOTICE OF EXERCISE


 


	To:	Rock Creek Pharmaceuticals, Inc.


 


(1) The
undersigned hereby elects to purchase ______ Warrant Shares of Rock Creek Pharmaceuticals, Inc. pursuant to the terms of the attached
Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2) Payment
shall take the form of lawful money of the United States.


 


(3) Please
issue a certificate or certificates representing said Warrant Shares in the name of the undersigned. The Warrant Shares shall be
delivered to the following:


 


	 
	 
	 


 


(4) Accredited Investor/Qualified
Institutional Buyer. The undersigned is an “accredited investor” as defined in Regulation D under the Securities Act
of 1933, as amended.


 


	 	[PURCHASER]
	 	 	 
	 	By: 	 
	 	 	Name: 
	 	 	Title:
	 	Dated: 	 


  




    	 



    	 



    

 


Exhibit C


 


Registration Rights and Obligations


 


1.          Registration
Rights.


 


1.1           Certain
Definitions.


 


“Holder”
and “Holders” shall include Lender and any transferee or transferees of Registrable Securities to whom the registration
rights conferred by this Agreement have been transferred in compliance with this Agreement.


 


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


 


“Registration
Expenses” shall mean all expenses to be incurred by the Company in connection with each Holder’s registration rights
under this Agreement (such amount not to exceed $5,000 in the aggregate or, if the Registration Expenses relate to a registration
statement other than on Form S-3, $7,500 in the aggregate), including, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel for the Company, and blue sky fees and expenses, reasonable fees and disbursements
of counsel to Holders (using a single counsel selected by a majority in interest of the Holders) for a review of the Registration
Statement (as defined herein) and related documents, and the expense of any special audits incident to or required by any such
registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company).


 


“Registrable
Securities” shall mean: (i) the shares of Common Stock that may be issuable to Lender upon the exercise of Warrants,
as contemplated under this Agreement (the “Shares”) (A) upon any distribution with respect to, any exchange for or
any replacement of such shares of Common Stock, or (B) upon any conversion, exercise or exchange of any securities issued in connection
with any such distribution, exchange or replacement; (ii) securities issued or issuable upon any stock split, stock dividend, recapitalization
or similar event with respect to the foregoing; and (iii) any other security issued as a dividend or other distribution with respect
to, in exchange for or in replacement of the securities referred to in the preceding clauses, except that any such shares of Common
Stock or other securities shall cease to be Registrable Securities when (A) they have been sold to the public or (B) they may be
sold by the Holder thereof without restriction pursuant to Rule 144.


 


“Selling
Expenses” shall mean all underwriting discounts, selling commissions and transfer taxes applicable to the sale of Registrable
Securities and all fees and disbursements of counsel for Holders not included within “Registration Expenses.”


 




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1.2           Registration
Requirements. 


 


Unless waived in writing
by Lender, the Company shall use its reasonable best efforts to effect the registration of the resale of the Registrable Securities
(including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under
applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities
Act) as would permit or facilitate the resale of all the Registrable Securities in the manner (including manner of sale) and in
all states reasonably requested by the Holder. Such reasonable best efforts by the Company shall include, without limitation, the
following:


 


(a)          The
Company shall, as expeditiously as possible:


 


			(i)          But in any event within 30 days
of the end of the Term, prepare and file a registration statement with the Commission pursuant to Rule 415 under the Securities
Act on Form S-3  under the Securities Act (or in the event that the Company is ineligible to use such form, such other form
as the Company is eligible to use under the Securities Act provided that such other form shall be converted into a Form S-3 promptly
after Form S-3 becomes available to the Company) covering resales by the Holders as selling stockholders (not underwriters) of
the Shares (the “Registration Statement”). The Company shall use its reasonable best efforts to cause such Registration
Statement and other filings to be declared effective as soon as possible, and in any event prior to 60 days (or, if the Commission
elects to review the Registration Statement, 120 days) following the filing of the Registration Statement. The Company, in its
sole discretion, may elect to include for offer and sale securities in addition to the Registrable Securities in the Registration
Statement.



 


			(ii)         Without limiting the foregoing, the Company
will promptly respond to all Commission comments, inquiries and requests, and shall request acceleration of effectiveness of the
Registration Statement at the earliest possible date. The Company shall provide the Holders reasonable opportunity to review the
portions of any such Registration Statement or amendment or supplement thereto containing disclosure regarding the Holders prior
to filing.



 


			(iii)        Prepare and file with the Commission such
amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement
as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered
by such Registration Statement and notify the Holders of the filing and effectiveness of such Registration Statement and any amendments
or supplements.



 


			(iv)        Furnish or otherwise make available to each
Holder copies of a current prospectus included in the Registration Statement conforming with the requirements of the Securities
Act, copies of the Registration Statement, any amendment or supplement thereto and any documents incorporated by reference therein
and such other documents as such Holder may reasonably require in order to facilitate the disposition of Registrable Securities
owned by such Holder.



 




    	C-2



    	 



    

 


			(v)         Register and qualify the securities covered
by the Registration Statement under the securities or “blue sky” laws of all domestic jurisdictions, to the extent
required; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business
or to file a general consent to service of process in any such states or jurisdictions.



 


			(vi)        Notify each Holder immediately of the happening
of any event (but not the substance or details of any such events unless specifically requested by a Holder) as a result of which
the prospectus (including any supplements thereto or thereof) included in such Registration Statement, as then in effect, includes
an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing, and use its reasonable best efforts to promptly update and/or
correct such prospectus.



 


			(vii)       Notify each Holder immediately of the issuance by
the Commission or any state securities commission or agency of any stop order suspending the effectiveness of the Registration
Statement or the threat or initiation of any proceedings for that purpose. The Company shall use its reasonable best efforts to
prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible
time.



 


			(viii)      Upon request, permit counsel to the Holders to review
the Registration Statement and all amendments and supplements thereto within a reasonable period of time (but not less than two
(2) full days on which there is trading on the Nasdaq Global Market (the “Principal Market”) or such other market
or exchange on which the Common Stock is then principally traded) prior to each filing and will not request acceleration of the
Registration Statement without prior notice to such counsel, provided, however, that the Company shall not be obligated to comply
with this Section 1.2(a)(ix) if compliance would cause the Company to fail to comply with any other provisions hereunder.



 


			(ix)         Qualify the Registrable Securities covered
by such Registration Statement for listing on the Principal Market or the principal securities exchange and/or market on which
the Common Stock is then listed, including the preparation and filing of any required filings with such principal market or exchange.



 


(b)          In
the event that the Registration Statement has been declared effective by the Commission and, afterwards, any Holder’s ability
to sell Registrable Securities registered for resale under the Registration Statement is suspended for more than (i) 45 days in
any 90-day period or (ii) 90 days in any calendar year, including without limitation by reason of any suspension or stop order
with respect to the Registration Statement or the fact that an event has occurred as a result of which the prospectus (including
any supplements thereto) included in the Registration Statement then in effect includes an untrue statement of material fact or
omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light
of the circumstances then existing, then the Company shall take such action as may be necessary to amend or supplement the Registration
Statement or the prospectus (including any supplements thereto) included in the Registration Statement, such that the Registration
Statement or the prospectus, as so amended, shall not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements not misleading.


 




    	C-3



    	 



    

 


(c)          If
the Holder(s) intend to distribute the Registrable Securities by means of an underwriting, the Holder(s) shall so advise the Company.
Any such underwriting may only be administered by nationally or regionally recognized investment bankers reasonably satisfactory
to the Company.


 


(d)          Subject
to Section 1.2(c) above, the Company shall enter into such customary agreements (including an underwriting agreement containing
such representations and warranties by the Company and such other terms and provisions, as are customarily contained in underwriting
agreements for comparable offerings and are reasonably satisfactory to the Company) and take all such other actions as the Holder
or the underwriters participating in such offering and sale may reasonably request in order to expedite or facilitate such offering
and sale other than such actions which are disruptive to the Company or require significant management availability.


 


(e)          The
Company shall make available for inspection by the Holders, representative(s) of all the Holders together, any underwriter participating
in any disposition pursuant to the Registration Statement, and any attorney or accountant retained by any Holder or underwriter,
all financial and other records customary for purposes of the Holders’ due diligence examination of the Company and review
of the Registration Statement, all documents filed with the Commission subsequent to the Closing, pertinent corporate documents
and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably
requested by any such representative, underwriter, attorney or accountant in connection with the Registration Statement, provided
that such parties agree to keep such information confidential. Notwithstanding the foregoing, the foregoing right shall not extend
to any Holder (i) who is not a financial investor or entity or (ii) who, itself or through any affiliate, has any strategic business
interest that would reasonably be expected to be in conflict with any business of the Company or its Subsidiaries.


 


(f)          The
Company may suspend the use of any prospectus used in connection with the Registration Statement only in the event, and for such
period of time as, (i) such a suspension is required by the rules and regulations of the Commission or (ii) it is determined in
good faith by the Board of Directors of the Company that because of valid business reasons (not including the avoidance of the
Company’s obligations hereunder), it is in the best interests of the Company to suspend such use, and prior to suspending
such use in accordance with this clause (f)(ii) the Company provides the Holders with written notice of such suspension, which
notice need not specify the nature of the event giving rise to such suspension. The Company will use reasonable best efforts to
cause such suspension to terminate at the earliest possible date.  


 




    	C-4



    	 



    

 


(g)          The
Company shall prepare and file with the Commission such amendments (including post-effective amendments) and supplements to the
Registration Statement and the prospectus used in connection with the Registration Statement, which prospectus is to be filed pursuant
to Rule 424 promulgated under the Securities Act, as may be necessary to keep the Registration Statement effective at all times
during the Registration Period (as defined below), and, during such period, comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement. In the case of amendments
and supplements to the Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to
this Section 1.2(g)) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report
under the Exchange Act, the Company shall have incorporated such report by reference into the Registration Statement, if applicable,
or shall file such amendments or supplements with the Commission on the same day on which the Exchange Act report is filed which
created the requirement for the Company to amend or supplement the Registration Statement.


 


(h)          Each
Holder agrees by its acquisition of the Registrable Securities that, upon receipt of a notice from the Company of the occurrence
of any event of the kind described in Sections 1.2(a)(vii) or 1.2(a)(viii), and upon notice of any suspension under Section
1.2(f), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement
until such Holder’s receipt of the copies of the supplemented prospectus and/or amendment to the Registration Statement contemplated
by this Section 1.2, or until it is advised in writing by the Company that the use of the applicable prospectus may be resumed,
and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated
by reference in such prospectus or the Registration Statement. The Company may provide appropriate stop orders to enforce the provisions
of this paragraph.


 


(i)          If
requested by a Holder, the Company shall (i) as soon as practicable incorporate in a prospectus supplement or post-effective amendment
such information as a Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase
price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering, (ii) as
soon as practicable make all required filings of such prospectus supplement or post-effective amendment after being notified of
the matters to be incorporated in such prospectus supplement or post-effective amendment, and (iii) as soon as practicable, supplement
or make amendments to the Registration Statement if reasonably requested by a Holder holding any Registrable Securities.


 


1.3           Expenses
of Registration. 


 


All Registration Expenses
in connection with any registration, qualification or compliance with registration pursuant to this Agreement shall be borne by
the Company, and all Selling Expenses of a Holder shall be borne by such Holder.


 




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1.4           Registration
on Form S-3. 


 


The Company shall use
its reasonable best efforts to remain qualified for registration on Form S-3 or any comparable or successor form or forms, or in
the event that the Company is ineligible to use such form, such form as the Company is eligible to use under the Securities Act,
provided that if such other form is used, the Company shall convert such other form to a Form S-3 promptly after the Company becomes
so eligible, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such
time as the Registration Statement covering the Registrable Securities has been declared effective by the Commission.


 


1.5           Registration
Period. 


 


In the case of the
registration effected by the Company pursuant to this Agreement, the Company shall keep such registration effective from the date
on which the Registration Statement initially became effective until the earlier of (i) the date on which all the Holders have
completed the sales or distribution described in the Registration Statement relating to the Registrable Securities registered for
resale thereunder or, (ii) until such Registrable Securities may be sold by the Holders without restriction pursuant to Rule 144
(or any successor thereto) (provided that the Company’s transfer agent has accepted an instruction from the Company to such
effect) (the “Registration Period”). Thereafter, the Company shall be entitled to withdraw such Registration
Statement and the Holders shall have no further right to offer or sell any of the Registrable Securities registered for resale
thereon pursuant to the Registration Statement (or any prospectus relating thereto).


 


1.6           Indemnification.


 


(a)          Company
Indemnity. The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners,
and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations
thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each
underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations
thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of
or based on any or untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering
circular or other document (including any related registration statement, notification or the like) incident to any such registration,
qualification or compliance, or based on any 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 light of the circumstances under which they were made, or
any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder
applicable to the Company and relating to action or inaction required of the Company in connection with any such registration,
qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person
controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any
other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action,
provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability
or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company
by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation
of sale, the most recent prospectus, as amended or supplemented, or (iii) the failure of a Holder otherwise to comply with this
Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement
of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent
will not be unreasonably withheld).


 




    	C-6



    	 



    

 


(b)          Holder
Indemnity. Each Holder will, severally and not jointly, if Registrable Securities held by it are included in the securities
as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of
its directors, officers, agents and partners, and each underwriter, if any, of the Company’s securities covered by such a
registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities
Act and the rules and regulations thereunder, each other Holder (if any), and each of their officers, directors and partners, and
each person controlling such other Holder(s) against all claims, losses, damages and liabilities (or actions in respect thereof)
arising out of or based on any or any untrue statement (or alleged untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make a statement therein not misleading in light of the circumstances under which
they were made, and will reimburse the Company and such other Holder(s) and their directors, officers and partners, underwriters
or control persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such
claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other
document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically
for use therein, and provided that the maximum amount for which such Holder shall be liable under this indemnity shall not exceed
the net proceeds received by such Holder from the sale of the Registrable Securities pursuant to the registration statement in
question. The indemnity agreement contained in this Section 1.6(b) shall not apply to amounts paid in settlement of any
such claims, losses, damages or liabilities if such settlement is effected without the consent of such Holder (which consent shall
not be unreasonably withheld).


 


(c)          Procedure.
Each party entitled to indemnification under this Section 1.6 (the “Indemnified Party”) shall give notice
to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall
conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval
shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided
further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of
its obligations under this Section 1.6 except to the extent that the Indemnifying Party is materially and adversely affected
by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the
consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such
claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question
as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of
such claim and litigation resulting therefrom.


 




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1.7           Contribution.



 


If the indemnification
provided for in Section 1.6 herein is unavailable to the Indemnified Parties in respect of any losses, claims, damages or
liabilities referred to herein (other than by reason of the exceptions provided therein), then each such Indemnifying Party, in
lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages or liabilities as between the Company on the one hand and any Holder on the other, in such proportion
as is appropriate to reflect the relative fault of the Company and of such Holder in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative
fault of the Company on the one hand and of any Holder on the other shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information
supplied by the Company or by such Holder.


 


In no event shall the
obligation of any Indemnifying Party to contribute under this Section 1.7 exceed the amount that such Indemnifying Party
would have been obligated to pay by way of indemnification if the indemnification provided for under Sections 1.6(a) or 1.6(b)
hereof had been available under the circumstances.


 


The Company and the
Holders agree that it would not be just and equitable if contribution pursuant to this Section 1.7 were determined by pro
rata allocation (even if the Holders or the underwriters were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraphs. The
amount paid or payable by an Indemnified Party as a result of the losses, claims, damages and liabilities referred to in the immediately
preceding paragraphs shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this section, no Holder or underwriter shall be required to contribute any amount in excess of the amount by which
(i) in the case of any Holder, the net proceeds received by such Holder from the sale of Registrable Securities pursuant to the
registration statement in question or (ii) in the case of an underwriter, the total price at which the Registrable Securities purchased
by it and distributed to the public were offered to the public exceeds, in any such case, the amount of any damages that such Holder
or underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent misrepresentation.


 


1.8           Survival.



 


The indemnity and contribution
agreements contained in Sections 1.6 and 1.7 and the representations and warranties of the Company referred to in Section
1.2(d) shall remain operative and in full force and effect regardless of (i) any termination of this Agreement or any underwriting
agreement, (ii) any investigation made by or on behalf of any Indemnified Party or by or on behalf of the Company, and (iii) the
consummation of the sale or successive resales of the Registrable Securities.


 




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1.9           Information
by Holders. 


 


Each Holder shall promptly
furnish to the Company such information regarding such Holder and the distribution and/or sale proposed by such Holder as the Company
may from time to time reasonably request in writing in connection with any registration, qualification or compliance referred to
in this Agreement, and the Company may exclude from such registration the Registrable Securities of any Holder who unreasonably
fails to furnish such information within a reasonable time after receiving such request. The intended method or methods of disposition
and/or sale of such securities as so provided by such purchaser shall be included without alteration in the Registration Statement
covering the Registrable Securities and shall not be changed without written consent of such Holder. Each Holder agrees that, other
than ordinary course brokerage arrangements, in the event it enters into any arrangement with a broker dealer for the sale of any
Registrable Securities through a block trade, special offering, exchange distribution or secondary distribution or a purchase by
a broker or dealer, such Holder shall promptly deliver to the Company in writing all applicable information required in order for
the Company to be able to timely file a supplement to the Prospectus pursuant to Rule 424(b), or take any other action, under the
Securities Act, to the extent that such supplement or other action is legally required. Such information shall include a description
of (i) the name of such Holder and of the participating broker dealer(s), (ii) the number of Registrable Securities involved, (iii)
the price at which such Registrable Securities were or are to be sold, and (iv) the commissions paid or to be paid or discounts
or concessions allowed or to be allowed to such broker dealer(s), where applicable.


 


2.          Stock
Legend.


 


Upon conversion as provided in Section
4 of the Loan Agreement, the Company will issue the Shares in the name of the Lender. Any certificate representing the Shares
shall be stamped or otherwise imprinted with a legend in substantially the following form:


 


THESE SECURITIES HAVE
NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND AFTER RECEIPT
BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES
ACT OR THAT THE PROSPECTUS DELIVERY REQUIREMENTS HAVE BEEN MET. THE SECURITIES REPRESENTED HEREBY ARE ALSO SUBJECT TO RIGHTS AND
OBLIGATIONS AS SET FORTH IN A LOAN AGREEMENT DATED AS OF AUGUST 8, 2014 BY AND AMONG THE COMPANY AND THE LENDER PARTY THERETO AS
SUCH MAY BE AMENDED FROM TIME TO TIME.


 




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The Company agrees
to issue the Shares without the legends set forth above at such time as the Holder thereof is (i) permitted to transfer such Shares
without restriction pursuant to an available exemption from registration under the Securities Act, and upon such transfer after
delivery to the Company of a customary representation satisfactory to the Company that such exemption has been met, or (ii) at
such time the Shares have been registered for resale under the Securities Act, and upon such resale after delivery to the Company
of a customary representation that the Holder has complied with the plan of distribution in the applicable prospectus contained
in the Registration Statement and that the prospectus delivery requirements have been met, if any.


 




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