PLACEMENT AGENCY AGREEMENT


 


July 3, 2014


 


Mr. Martin W. Prinz


EDI Financial, Inc.


1431 Greenway Drive


Suite 330


Irving, TX 75038


 


Re:     CERULEAN
GROUP, INC.


 


Dear Mr. Prinz:


 


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


 


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


 


The minimum subscription
amount for the Offering is Twenty Five Thousand United States Dollars ($25,000 USD); provided, however, that subscriptions in lesser
amounts may be accepted upon the written consent of the Company and the Placement Agent, in their sole discretion.


 




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


 


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


 


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


 


The
Offering will be made by the Company pursuant to the Subscription Agreement and the Exhibits to the Subscription Agreement, including,
but not limited to, the Registration Rights Agreement, Warrant and Voting Agreement, the Confidential and Non-Binding Summary Term
Sheet of the Company dated July 1, 2014, relating to the Offering (as the same may be amended or supplemented, the “Term
Sheet”), the Preliminary Confidential Private Placement Memorandum of the Company dated July 1, 2014 (as the same may be
amended or supplemented, the “PPM”), and any documents, agreements, supplements
and additions thereto (“Subscription Documents”) which at all times will be in form and substance reasonably acceptable
to the Company and the Placement Agent and their respective counsels and contain such legends and other information as the Company
and the Placement Agent and its counsel, may, from time to time, deem necessary and desirable to be set forth therein.  


 


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


 




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2.      
    Representations, Warranties and Covenants.


 


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


 


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


 




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


 


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


 




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


 


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


 




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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


(q) Intentionally omitted.


 


(r) Duane Morris LLP is
counsel to an affiliate of EDI for the private placement offering of the Units for which Duane Morris LLP will receive compensation
for its services to the affiliate. The Company acknowledges that affiliates of the Placement Agent may own shares of the Company.
Duane Morris LLP has been engaged by Enumeral as its corporate and securities counsel in respect of the Merger, and Duane Morris
LLP may continue to be retained by Enumeral after the Merger to serve as its corporate and securities counsel and in such case,
will receive legal fees in accordance with an executed retainer agreement.  


 


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


 




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(t)
None of Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company
participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities,
calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected
with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer
Covered Persons”) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2)
or (d)(3). The Company has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event.
The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the
Placement Agent a copy of any disclosures provided thereunder. 


 


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


 


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


 


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


 


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


 


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


 


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




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


 


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


 


(f) Intentionally omitted.


 


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


 


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


 


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


 


3.          Placement
Agent Compensation.


 


(a) In connection with
the Offering, the Company will pay a cash fee (the “Brokers’ Cash Fee”) to the Placement Agent at each Closing,
and as a condition to Closing, equal to Ten Percent (10%) of the gross sales price of the Units purchased by those investor(s)
directly introduced to the Company by the Placement Agent (“EDI Investors”). In addition, the Company will deliver
to the Placement Agent (or its designees) warrants exercisable for a period of five (5) years from the Closing Date, to purchase
a number of shares of Common Stock equal to Ten Percent (10%) of the number of shares of Common Stock sold to the EDI Investors
with an exercise price of $1.00 per (“Broker Warrants”) (“Brokers’ Cash Fee” and “Broker
Warrants” are sometimes referred to collectively as “Brokers’ Fees”). The Broker Warrants shall be included
in the registration statement (on Form S-1, or similar form) with the SEC covering the shares of Common Stock issuable upon the
exercise of the Investor Warrants (“Registration Statement”).


 




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


 


(c) To the extent there
is more than one Closing, payment of the proportional amount of the Brokers’ Fees will be made out of the proceeds of subscriptions
for the Units sold at each Closing.


 


4.          Subscription
and Closing Procedures.


 


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


 


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




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


 


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


 


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


 




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


 


5.          Further
Covenants.


 


The Company hereby covenants
and agrees that:


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 




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(i) The Company shall pay
all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments
related to the Offering and the issuance of the Units and will also pay for the Company’s expenses for accounting fees, legal
fees, printing reasonable and customary costs, and other reasonable and customary costs involved with the Offering. The Company
will provide at its own expense such quantities of the Subscription Documents and other documents and instruments relating to the
Offering as the Placement Agent may reasonably request. The Company will pay at its own expense in connection with the creation,
authorization, issuance, transfer and delivery of the Units, including, without limitation, fees and expenses of any transfer agent
or registrar; the fees and expenses of the Escrow Agent; all fees and expenses of legal, accounting and other advisers to the Company;
the Registration Legal Fees related to the registration or qualification of the Units for offer and sale under the securities or
Blue Sky laws of such jurisdictions, payable within five (5) days of being invoiced; at the First Closing, the reasonable legal
fees and reasonable and customary expenses of the Placement Agent’s counsels (the “Placement Agent’s Counsel
Fee”), which legal fees shall not exceed Thirty Thousand Dollars ($30,000) in the aggregate plus expenses, provided that
such limitation shall in no way effect the obligations of the Company with respect to indemnification and contribution as set forth
in Sections 8 and 9 herein. The Placement Agent Counsel Fee does not include the Registration Legal Fees and expenses for the Blue
Sky and other regulatory filings required to be made for the Offering. At the first Closing, the Company also shall pay EDI the
following fees: (x) not more than $2,000 to reimburse expenses incident to hosting a WebEX on behalf of the Company upon proof
of vendor expense; and (y) not more than $2,000 and other direct expenses to reimburse the reasonable and customary costs of maintaining
an escrow account for this Offering.


 


6.          Conditions
of Placement Agent’s Obligations.


 


The obligations of the
Placement Agent hereunder to affect a Closing are subject to the fulfillment, at or before each Closing, of the following additional
conditions:


 


(a) Each of the representations
and warranties made by the Company herein (when read without regard to any qualification as to materiality or Material Adverse
Effect contained therein) shall be true and correct on each Closing Date, except to the extent any such representation or warranty
expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier
date except for any untrue or incorrect representation and warranty that, individually or in the aggregate, does not have a Company
Material Adverse Effect.


 


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


 


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


 




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(d) No order suspending
the use of the Subscription Documents or enjoining the Offering or sale of the Units shall have been issued, and no proceedings
for that purpose or a similar purpose shall have been initiated or pending, or, to the best of the Company’s knowledge, be
contemplated or threatened.


 


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


 


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


 


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


 


(h) All proceedings taken
at or prior to the Closing in connection with the authorization, issuance and sale of the Units will be reasonably satisfactory
in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents,
certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated
hereby.


 


7.          Conditions
of the Company’s Obligations.


 


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


 


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


 


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


 


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


 


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


 




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8.          Indemnification.


 


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


 




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


 


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


 




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9.          Contribution.


 


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


 




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10.         Termination.


 


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


 


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


 


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


 


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


 


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


 


11.         Survival.


 


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


 




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(b) The respective indemnities,
covenants, representations, warranties and other statements of the Company and the Placement Agent set forth in or made pursuant
to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of, and regardless
of any access to information by the Company or the Placement Agent, or any of their officers or directors or any controlling person
thereof, and will survive the sale of the Units or any termination of the Offering hereunder. Notwithstanding the foregoing, if
either party effects a Closing with knowledge that one or more of the other party’s representations and warranties has become
untrue or inaccurate in any material respect or that such other party has failed to comply or satisfy in any material respect a
covenant, condition or agreement of it or them, the party so effecting the Closing shall be deemed to have waived any claim based
on the breach of such inaccurate representation and warranty or the failure to have complied with the specific covenant or condition.


 


12.         Notices.


 


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


 


	If to the	 	EDI Financial, Inc.
	Placement Agent:	 	1431 Greenway Drive, Suite 330  
	 	 	Irving, TX  75038 
	 	 	Attention: Mr. Martin W. Prinz
	 	 	President & CEO, 
	 	 	Facsimile number 214-528-4052
	 	 	 
	 	 	 
	If to the Company:	 	Cerulean Group, Inc.  
	 	 	2360 Corporate Circle, Suite 400
	 	 	Henderson, NV  89074-7722 
	 	 	Attn: Olesya Didenko
	 	 	President 
	 	 	 
	 	 	and
	 	 	 
	 	 	Enumeral Biomedical Corp.
	 	 	One Kendall Square,
	 	 	Building 400, 4th Floor
	 	 	Cambridge, MA 02139
	 	 	Attn:  Arthur H. Tinkelenberg, Ph.D.


 




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	with a copy to:	 	Crone Kline Rinde LLP
	 	 	488 Madison Avenue, 12th Floor
	 	 	New York, NY 10022
	 	 	Attn:  Barrett S. DiPaolo, Esq.  
	 	 	Facsimile number: 212-400-6930
	 	 	 
	 	 	and 
	 	 	 
	 	 	Duane Morris, LLP
	 	 	100 High Street, Suite 2400
	 	 	Boston, MA 02110-1724
	 	 	Attention Jonathan Lourie, Esq.
	 	 	Facsimile number: 857-401-3089


 


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


 


13.         Governing
Law, Jurisdiction.


 


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


 


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


 




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14.         Miscellaneous.


 


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


 


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


 


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


 




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15.         Entire
Agreement; Severability.


 


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


 


16.         Counterparts.


 


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


 


17.         Confidentiality.


 


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


 


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


 


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


 


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


 




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


 


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


 


[Signatures on following page.]


 




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


 


	 	CERULEAN GROUP INC.
	 	 	 
	 	By: 	/s/ Olesya Didenko
	 	 	 Olesya Didenko
	 	 	 2360 Corporate Circle
	 	 	 Suite 400
	 	 	 Henderson, NV.  89074-7722


 


	Accepted and agreed to this	 
	day of July, 2014:	 
	 	 
	EDI FINANCIAL INC. 	 
	 	 	 
	By: 	/s/ Martin W. Prinz	 
	 	 Martin W. Prinz	 
	 	 President & CEO	 


 




    	 



    	 



    






 


AMENDMENT NO. 1 TO


 


PLACEMENT AGENCY AGREEMENT


 


THIS AMENDMENT,
dated as of July 21, 2014 (this “Amendment”), between EDI Financial, Inc. , a registered broker-dealer and member
of the Financial Industry Regulatory Authority (“FINRA”) (hereinafter referred to as the “Placement
Agent”) and Enumeral Biomedical Holdings, Inc., a publicly traded corporation duly organized under the laws of the State
of Delaware (the “Company”)


 


WITNESSETH


 


WHEREAS, the parties
hereto have heretofore entered into a Placement Agency Agreement, dated July 3, 2014, ( the “Agreement”); and


 


WHEREAS, the Company
and the Placement Agent wish to amend the Agreement on the terms set forth herein.


 


NOW, THEREFORE,
the parties hereto, in consideration of the mutual promises herein contained and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, hereby agree to amend the Agreement as follows:


 


1.          Definitions;
References; Continuation of Agreement. Unless otherwise specified herein, each term used herein that is defined in the Agreement
shall have the meaning assigned to such term in the Agreement. Each reference to “hereof,” “hereto,” “hereunder,”
“herein” and “hereby” and each other similar reference, and each reference to “this Agreement”
and each other similar reference, contained in the Agreement shall from and after the date hereof refer to the Agreement as amended
hereby. Except as amended hereby, all terms and provisions of the Agreement shall continue unmodified and remain in full force
and effect.


 


2.          Placement
of Stock. In connection with the private placement of Units, the Company may offer and sell Units through other placement agents
(the “Other PA Investors”) and/or directly to certain investors, to be mutually agreed to by and between the
Company and the Placement Agent (the “Direct Investors”). In connection with the sale of the Units to the Other
PA Investors, the Company will pay to such other Placement Agent Brokers’ Fees in an amount as mutually agreed to between
the Company, such other placement agent and the Placement Agent. In connection with the sale of the Units to the Direct Investors,
the Company will pay to the Placement Agent the Brokers’ Fees in an amount as mutually agreed to between the Company and
the Placement Agent, provided, however, that in no event shall the total cash fee and the warrants paid to the Placement Agent
and any other party(ies) with respect to any investment by a Other PA Investor and/or a Direct Investor exceed ten percent (10%)
of the gross proceeds from the sale of the Units to such Other PA Investors and/or Direct Investors, as applicable, and, in the
case of warrants, ten percent (10%) of the number of shares of Common Stock sold to such Other PA Investor and/or the Direct Investors,
as applicable.


 


3.          Increase
of Overallotment. The Over-allotment Option is hereby increased from Five Million Dollars ($5,000,000) to Ten Million Dollars
($10,000,000) such that the Maximum Amount of the Offering including the Over-allotment Option shall be Twenty-five Million Dollars
($25,000,000) and all references as set forth in the Agreement to the Over-allotment Option shall hereafter be Ten Million Dollars
($10,000,000). Notwithstanding anything to the contrary herein, neither the Placement Agent nor any other placement agent shall
receive any Broker Warrants as compensation for any sales of Units that result in gross cash proceeds paid to the Company in excess
of Twenty Million ($20,000,000) in the aggregate


 




    	 



    	 



    




 


4.          Section
5(i). Section 5(i) regarding Placement Agent Counsel’s Fees is hereby amended by deleting “Thirty Thousand Dollars
($30,000)” and substituting “Fifteen Thousand Dollars ($15,000)” in its place.


 


5.          Counterparts.
This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile
transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 


6.          Governing
Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.


 


(Signature page to
follow)


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed on the date first above written.


 


	 	Very truly yours,
	 	 
	 	ENUMERAL BIOMEDICAL HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Olesya Didenko
	 	 	Name:	Olesya Didenko
	 	 
	 	EDI FINANCIAL, NC.
	 	 	 
	 	By: 	/s/ Martin W. Prinz
	 	 	Name: 	Martin W. Prinz
	 	 	Title:	President and CEO


 




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