April 9, 2012


 


CONFIDENTIAL


 


Harry Palmin


Chief Executive Officer & President


Novelos Therapeutics, Inc.


One Gateway Center, Suite 504


Newton, MA 02458


 


Dear Mr. Palmin:


 


This
letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman”
or the “Placement Agent”) and Novelos Therapeutics, Inc, 
(the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a “reasonable
best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities
(the “Securities”) of the Company, including shares (the “Shares”) of the Company’s
common stock, par value $0.00001 per share (the “Common Stock”) and warrants to purchase shares of Common Stock
(the “Warrants”). The terms of such Placement and the Securities shall be mutually agreed upon by the Company
and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein
constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company
to issue any Securities or complete the Placement. This Agreement, the Subscription Agreements (as defined below) and the Warrants
shall be collectively referred to herein as the “Transaction Documents.” The date of the closing of the
Placement shall be referred to herein as the “Closing Date.” The Company expressly acknowledges and agrees that
the execution of this Agreement does not constitute a commitment by Rodman to purchase the Securities and does not ensure the successful
placement of the Securities or any portion thereof or the success of Rodman with respect to securing any other financing on behalf
of the Company. 


 


SECTION 1.        COMPENSATION
AND OTHER FEES.


 


As compensation for
the services provided by Rodman hereunder, the Company agrees to pay to Rodman:


 


(A)         The
fees set forth below with respect to the Placement:


 


1.  A
cash fee payable immediately upon the closing of the Placement and equal to 7% of the


aggregate gross proceeds raised
in the Placement.


 


2. Such number of warrants (the
“Rodman Warrants”) to Rodman or its designees at the Closing to purchase shares of Common Stock equal to 5%
of the aggregate number of Shares sold in the Placement,. The Rodman Warrants shall have the same terms as the warrants (if any)
issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and
the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) below.
The Rodman Warrants shall not have antidilution protections and shall not be transferable for six months from the date of the Placement,
except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the Rodman Warrants shall be reduced if necessary
to comply with FINRA rules or regulations.


 


Rodman & Renshaw,
LLC £ 1251 Avenue of the Americas, 20th Floor, New York, NY 10020


Tel: 212
356 0500 £ Fax: 212 581 5690 £ www.rodm.com £ Member: FINRA, SIPC


 



    	 



    	 



    

 


(B)         The
Company also agrees to pay to Rodman a non-accountable expense allowance equal to 1% of the aggregate gross proceeds raised in
the Placement (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions
of this Agreement). Such non-accountable expense allowance shall be payable immediately upon (but only in the event of) the closing
of the Placement. The Company shall advance Rodman the sum of $50,000 as an advance against Rodman’s actual outside legal
expenses upon execution hereof.


 


SECTION 2.        REGISTRATION
STATEMENT.


 


The Company represents and warrants to,
and agrees with, the Placement Agent that:


 


(A)         The
Company will file with the Securities and Exchange Commission (the “Commission”) a registration statement on
Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”) as soon as practicable after the
execution of this Agreement. The Company will use commercially reasonable efforts to cause the registration statement to become
effective pursuant to Rule 430A, and will file with the Commission pursuant to Rules 430A and 424(b) under the Securities Act,
and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final
prospectus included in such registration statement relating to the placement of the Securities and the plan of distribution thereof
and will advise the Placement Agent of all further information (financial and other) with respect to the Company required to be
set forth therein. Such registration statement, including the exhibits thereto, as amended as of its effective date and as of the
Closing, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears
in the Registration Statement is hereinafter called the “Base Prospectus”; and the amended or supplemented form
of prospectus, in the form in which it will be filed with the Commission pursuant to Rules 430A and 424(b) (including the Base
Prospectus as so amended or supplemented) is hereinafter called the “Prospectus Supplement.” Any reference in
this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and
include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12 of
Form S-1 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before
the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any
reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect
to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing
of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus
Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements
and schedules and other information that is “contained,” “included,” “described,” “referenced,”
“set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement
(and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other
information that is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus
Supplement, as the case may be. Notwithstanding anything to the contrary herein, the Company may abandon the Placement and withdraw
the Registration Statement at any time prior to the execution by the Company of the Subscription Agreements (as defined below)
for any reason or for no reason in its sole discretion without any liability to the Placement Agent, other than the reimbursement
of outside legal expenses provided in Section 1(B).


 



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(B)         The
Registration Statement (and any further documents to be filed with the Commission), at the time it becomes effective, will contain
all exhibits and schedules as required by the Securities Act. The Registration Statement, at the time it becomes effective, will
comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and will
not and, as amended or supplemented, contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, and the Prospectus Supplement,
each as of its respective date, will comply in all material respects with the Securities Act and the Exchange Act and the applicable
Rules and Regulations. Each of the Base Prospectus and the Prospectus Supplement, as amended or supplemented, will not contain
as of the respective dates thereof any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents,
if any, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and
the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue
statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated
Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in light of the circumstances under which
they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus or Prospectus
Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements of the
Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading. There are no documents required to be filed with the Commission in connection with the transaction contemplated
hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time
period. There are no contracts or other documents required to be described in the Base Prospectus, or Prospectus Supplement, or
to be filed as exhibits or schedules to the Registration Statement, that will not have been described or filed as required.


 


(C)         The
Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus.


 


(D)         The
Company will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration Statement
and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration
Statement (without exhibits), the Base Prospectus, and the Prospectus Supplement, as amended or supplemented, in such quantities
and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has distributed
and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of
the Shares other than the Base Prospectus, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated
by reference therein and any other materials permitted by the Securities Act.


 


(E)         The
Company shall cooperate with the Placement Agent in making the filing required by FINRA Rule 5110, including the payment of the
filing fee required by FINRA thereunder; and shall cooperate in making all Blue Sky filings Rodman and the Company shall agree
upon, and the Company shall directly pay all filing fees required in connection therewith and the reasonable fees of Blue Sky counsel
to be selected by the Company with the reasonable approval of Rodman.


 


SECTION 3.        REPRESENTATIONS
AND WARRANTIES. The Company hereby represents and warrants to the Placement Agent that, except as set forth under the corresponding
section of the Disclosure Schedules, which shall be deemed a part hereof, or except as specifically disclosed in the SEC Reports
(as defined below) or the Registration Statement:


 



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(A)         Organization
and Qualification. All of the direct and indirect subsidiaries (individually, a “Subsidiary”)
of the Company are set forth on Schedule 3(A). The Company owns, directly or indirectly, all of the capital stock or other equity
interests of each Subsidiary free and clear of any “Liens” (which
for purposes of this Agreement shall mean a lien, charge, security interest, encumbrance, right of first refusal, preemptive right
or other restriction), and all the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are
fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. Each of the Company
and the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use
its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation
or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational
or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as
a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it
makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, has not
had and could not reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability
of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition
(financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s
ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or
(iii), a “Material Adverse Effect”) and no “Proceeding”
(which for purposes of this Agreement shall mean any action, claim, suit, investigation or proceeding (including, without limitation,
an investigation or partial proceeding, such as a deposition), whether commenced or threatened) has been instituted in any such
jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


(B)         Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter
into and to consummate the Placement and otherwise to carry out its obligations hereunder and under the Transaction Documents.
Prior to the execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions
contemplated thereby will be duly authorized by all necessary action on the part of the Company and no further action will be required
by the Company, its board of directors or its stockholders in connection therewith other than in connection with the Required Approvals
(as defined in subsection 3(D) below). Each Transaction Document has been (or upon delivery will have been) duly executed by the
Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of
the Company enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and
(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies or
by principles of public policy.


 


(C)         No
Conflicts. The execution, delivery and performance of the Transaction Documents by
the Company, the issuance and sale of the Securities and the consummation by the Company of the other transactions contemplated
hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s certificate of incorporation
or bylaws , or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become
a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or
give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both)
of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding
to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or
affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is
subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary
is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to
result in a Material Adverse Effect.


 



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(D)         Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver,
authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local
or other governmental authority or other “Person” (defined as
an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind, including, without
limitation, any Trading Market) in connection with the execution, delivery and performance by the Company of the Transaction Documents,
other than such filings as are required to be made under applicable Federal and state securities laws (collectively, the “Required
Approvals”).


 


(E)         Issuance
of the Securities; Registration. At the time the Company executes and delivers the
Subscription Agreements, (i) the Shares will be duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company
other than restrictions on transfer provided for in the Transaction Documents, (ii) the Warrants will be duly authorized and, when
issued and paid for in accordance with the applicable Transaction Documents, will be issued free and clear of all Liens imposed
by the Company other than restrictions on transfer provided for in the Transaction Documents, and (iii) the shares of Common Stock
issuable upon exercise of the Warrants will be duly authorized and reserved for issuance and, when issued in accordance with the
Warrants upon payment of the exercise price therefor, will be validly issued, fully paid and non-assessable. The Company shall
not execute the Subscription Agreements until the Registration Statement is effective and available for the issuance of the Securities
thereunder and the Company will promptly notify the Placement Agent in the event it receives any notice that the Commission does
not intend to declare the registration statement effective. The "Plan of Distribution" section under the Registration
Statement permits the issuance and sale of the Securities hereunder. Upon receipt of the Securities, the Purchasers will have good
and marketable title to such Securities, the Shares will be freely tradable on the OTCQX (the “Trading Market”), and
the shares of Common Stock issuable upon exercise of the Warrants, when so issued, will be freely tradable on the OTCQX or such
other trading market on which the Common Stock is then listed or quoted, subject, in each case, to any restrictions imposed by
a Purchaser. 


 


(F)         Capitalization.
The capitalization of the Company is as shall be set forth in the Registration Statement. The Company has not issued any capital
stock since its most recently filed periodic report under the Exchange Act, other than pursuant
to the exercise of employee stock options under the Company’s stock option plans and pursuant to the conversion or exercise
of securities exercisable, exchangeable or convertible into Common Stock (“Common Stock Equivalents”).
No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the
transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities, there are
no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to,
or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe
for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any
Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale
of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the
Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or
reset price under such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid
and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares
was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval
or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the
Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s
capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s
stockholders.


 



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(G)         SEC
Reports; Financial Statements. The Company has complied in all material respects with
requirements to file all reports, schedules, forms, statements and other documents required to be filed by it under the Securities
Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or
such shorter period as the Company was required by law to file such material) (the foregoing materials, including the exhibits
thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”)
on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration
of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of
the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the
SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable
accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing.
Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied
on a consistent basis during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements
may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company
and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods
then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.


 


(H)         Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest
audited financial statements included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there has
been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect,
(ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses
incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the
Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the
Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash
or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital
stock and (v) the Company has not issued any equity securities to any officer, director or “Affiliate”
(defined as any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under
common control with a Person, as such terms are used in and construed under Rule 144 under the Securities Act), except pursuant
to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment
of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3(H), no event,
liability or development has occurred or exists with respect to the Company or its Subsidiaries or their respective business, properties,
operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the
time this representation is made that has not been publicly disclosed 1 Trading Day prior to the date that this representation
is made.


 



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(I)         Litigation.
There is no action, suit, inquiry, notice of violation, Proceeding or investigation pending or, to the knowledge of the Company,
threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator,
governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities
or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Except
as set forth in the SEC Reports, neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the
subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach
of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation
by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued
any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary
under the Exchange Act or the Securities Act. None of the Company’s or its Subsidiaries’ employees is a member of a
union that relates to such employee’s relationship with the Company, and neither the Company or any of its Subsidiaries is
a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their
employees are good. No executive officer, to the knowledge of the Company, is, or is now expected to be, in violation of any material
term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement,
or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does
not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and
its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment
and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(J)         Labor
Relations. No material labor dispute exists or, to the knowledge of the Company, is
imminent with respect to any of the employees of the Company which could reasonably be expected to result in a Material Adverse
Effect.


 


(K)         Compliance.
Neither the Company nor any Subsidiary (i) is in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the
Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is
bound (whether or not such default or violation has been waived), (ii) is in violation of any order of any court, arbitrator or
governmental body, or (iii) is or has been in violation of any statute, rule or regulation of any governmental authority, including
without limitation all foreign, federal, state and local laws applicable to its business and all such laws that affect the environment,
except in each case as could not have a Material Adverse Effect.


 


(L)         Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations
and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective
businesses as described in the SEC Reports, except where the failure to possess such permits could not have or reasonably be expected
to result in a Material Adverse Effect (“Material Permits”),
and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of
any Material Permit. 


 


(M)         Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee
simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable
title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case
free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere
with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal,
state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held
under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company
and the Subsidiaries are in compliance.


 



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(N)         Patents
and Trademarks. The Company and the Subsidiaries have, or have rights to use, all
patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights,
licenses and other similar intellectual property rights necessary or material for use in connection with their respective businesses
as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual
Property Rights”). Neither the Company nor any Subsidiary has received a notice
(written or otherwise) that the Intellectual Property Rights used by the Company or any Subsidiary violates or infringes upon the
rights of any third party. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is
no existing infringement by another Person of any of the Intellectual Property Rights of others. The Company and its Subsidiaries
have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties,
except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(O)         Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,
but not limited to, directors and officers insurance coverage at least equal to the aggregate subscription amount under the Transaction
Documents. To the best knowledge of the Company, such insurance contracts and policies are accurate and complete. Neither the Company
nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such
coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant
increase in cost.


 


(P)         Transactions
With Affiliates and Employees. Except as set forth in the SEC Reports, none of the
officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a
party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including
any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or
personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge
of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
trustee or partner, other than (i) for payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses
incurred on behalf of the Company and (iii) for other employee benefits, including stock option agreements under any stock option
plan of the Company.


 


(Q)         Sarbanes-Oxley.
The Company is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the
date hereof and of the closing date of the Placement. 


 


(R)         Certain
Fees. Except as otherwise provided in this Agreement, no brokerage or finder’s
fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent,
investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers
shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees
of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.


 


(S)         Trading
Market Rules. The issuance and sale of the Securities hereunder does not contravene
the rules and regulations of the Trading Market.


 



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(T)         Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt
of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the
Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become subject
to the Investment Company Act.


 


(U)         Registration
Rights. Except as set forth in the SEC Reports, no Person has any right to cause the
Company to effect the registration under the Securities Act of any securities of the Company.


 


(V)         Listing
and Maintenance Requirements. The Company’s Common Stock is not registered pursuant
to Section 12(b) or 12(g) of the Exchange Act. The Company has not, in the 12 months preceding the date hereof, received notice
from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance
with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will
not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.


 



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(W)         Application
of Takeover Protections. The Company and its Board of Directors have taken all necessary
action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any
distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Certificate of Incorporation
(or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as
a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents,
including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership
of the Securities.


 


(X)         Solvency.
Based on the financial condition of the Company as of the Closing Date after giving effect to the receipt by the Company of the
proceeds from the sale of the Securities hereunder (assuming the maximum number of Securities are sold in the Placement), (i) the
Company’s fair saleable value of its assets exceeds the amount that will be required to be paid on or in respect of the Company’s
existing debts and other liabilities (including known contingent liabilities) as they mature; (ii) the Company’s assets do
not constitute unreasonably small capital to carry on its business for the current fiscal year as now conducted and as proposed
to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by
the Company, and projected capital requirements and capital availability thereof; and (iii) the current cash flow of the Company,
together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated
uses of the cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid.
The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing
and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which
lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction
within one year from the Closing Date. The SEC Reports set forth as of the dates thereof all outstanding secured and unsecured
Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of
this Agreement, “Indebtedness” shall mean (a) any liabilities
for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business),
(b) all guaranties, endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same
are or should be reflected in the Company’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of
any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company
nor any Subsidiary is in default with respect to any Indebtedness.


 


(Y)         Tax
Status. Except for matters that would not, individually or in the aggregate, have
or reasonably be expected to result in a Material Adverse Effect, the Company and each Subsidiary has filed all necessary federal,
state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company has
no knowledge of a tax deficiency which has been asserted or threatened against the Company or any Subsidiary.


 


(Z)         Foreign
Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any agent
or other person acting on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts,
entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign
or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds,
(iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company
is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices
Act of 1977, as amended.


 



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(AA)        Accountants.
The Company’s accountants are named in the Prospectus Supplement. To the knowledge of the Company, such accountants, who
the Company expects will express their opinion with respect to the financial statements to be included in the Company’s next
Annual Report on Form 10-K, are a registered public accounting firm as required by the Securities Act.


 


(BB)        Regulation
M Compliance.  The Company has not, and to its knowledge no one acting on its
behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of
the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased,
or, paid any compensation for soliciting purchases of, any of the Securities (other than for the Placement Agent’s placement
of the Securities), or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other
securities of the Company.


 


(CC)        Approvals.
The issuance and quotation on the Trading Market of the Common Stock requires no further approvals, including but not limited to,
the approval of shareholders.


 


(DD)        FINRA
Affiliations. There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the
knowledge of the Company, any five percent (5%) or greater stockholder of the Company, except as set forth in the Base Prospectus.


 


SECTION 4.        ENGAGEMENT
TERM. Rodman's engagement hereunder will be for the period of one (1) year (the “Term”). The engagement
may be terminated by Rodman at any time upon 10 days' written notice, or by the Company at any time after the end of the Term
upon 10 days’ written notice. Notwithstanding anything to the contrary contained herein, the provisions in this Agreement
concerning indemnification and contribution will survive any expiration or termination of this Agreement. Upon any termination
of this Agreement, the Company's obligation to pay Rodman any fees actually earned on closing of the Placement and otherwise payable
under Section 1(A), shall survive any expiration or termination of this Agreement, as permitted by FINRA Rule 5110(f)(2)(d). Upon
any termination of this Agreement, the Company's obligation to reimburse Rodman for out of pocket accountable expenses actually
incurred by Rodman and reimbursable upon closing of the Placement pursuant to Section 1(B), if any are otherwise due under Section
1(B) hereof, will survive any expiration or termination of this Agreement, as permitted by FINRA Rule 5110(f)(2)(d).


 


SECTION 5.        RODMAN
INFORMATION. The Company agrees that any information or advice rendered by Rodman in connection with this engagement is for
the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required by law, the Company
will not disclose or otherwise refer to the advice or information in any manner without Rodman’s prior written consent.


 


SECTION 6.        NO
FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person
or entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges
and agrees that Rodman is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities
to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of Rodman
hereunder, all of which are hereby expressly waived.


 



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SECTION 7.        CLOSING.
The obligations of the Placement Agent and the Purchasers, and the closing of the sale of the Securities hereunder are subject
to the accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company and its Subsidiaries
contained herein, to the accuracy of the statements of the Company and its Subsidiaries made in any certificates pursuant to the
provisions hereof, to the performance by the Company and its Subsidiaries of their obligations hereunder, and to each of the following
additional terms and conditions:


 


(A)         No
stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose
shall have been initiated or threatened by the Commission, and any request for additional information on the part of the Commission
(to be included in the Registration Statement, the Base Prospectus or the Prospectus Supplement or otherwise) shall have been complied
with to the reasonable satisfaction of the Placement Agent.


 


(B)         The
Placement Agent shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement,
the Base Prospectus or the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact
which, in the opinion of counsel for the Placement Agent, is material or omits to state any fact which, in the opinion of such
counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading.


 


(C)         All
corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of
this Agreement, the Securities, the Registration Statement, the Base Prospectus and the Prospectus Supplement and all other legal
matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects
to counsel for the Placement Agent, and the Company shall have furnished to such counsel all documents and information that they
may reasonably request to enable them to pass upon such matters.


 


(D)         The
Placement Agent shall have received from outside counsel to the Company (i) such counsel’s written opinion , addressed to
the Placement Agent and the Purchasers dated as of the Closing Date delivered in connection with the closing of the Placement,
in form and substance reasonably satisfactory to the Placement Agentand (ii) such counsel’s “negative assurance”
letter delivered to the Placement Agent in connection with the closing of the Placement.


 


(E)         The
Placement Agent shall have received from the Company’s independent public accountants a “cold comfort letter”
in customary form, disclosing no material exceptions.


 


(F)         The
Company and the Placement Agent shall have entered into an escrow agreement with a commercial bank or trust company reasonably
satisfactory to both parties pursuant to which the Purchasers shall deposit their subscription funds in an escrow account and the
Company and the Placement Agent shall jointly authorize the disbursement of the funds from the escrow account. The Company shall
pay the reasonable fees of the escrow agent.


 


(G)         Neither
the Company nor any of its Subsidiaries shall have sustained since the date of the latest audited financial statements included
or incorporated by reference in the Base Prospectus, any loss or interference with its business from fire, explosion, flood, terrorist
act or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or
decree, otherwise than as set forth in or contemplated by the Base Prospectus and (ii) since such date there shall not have been
any change in the capital stock or long-term debt of the Company or any of its Subsidiaries or any change, or any development involving
a prospective change, in or affecting the business, general affairs, management, financial position, stockholders’ equity,
results of operations or prospects of the Company and its Subsidiaries, otherwise than as set forth in or contemplated by the Base
Prospectus, the effect of which, in any such case described in clause (i) or (ii), is, in the judgment of the Placement Agent,
so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities on the
terms and in the manner contemplated by the Base Prospectus and the Prospectus Supplement.


 



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(H)         The
Company is a reporting company pursuant to Section 15(d) of the Exchange Act and, as of the Closing Date, the Common Stock is,
and upon the closing of the Placement the Shares will be, admitted and authorized for quotation on the Trading Market, and satisfactory
evidence of such actions shall have been provided to the Placement Agent upon request. The Company shall have taken no action designed
to, or likely to have the effect of terminating the Copmany’s reporting obligations under the Exchange Act or delisting or
suspending from quotation the Common Stock from the Trading Market, nor has the Company received any information suggesting that
the Commission or the Trading Market is contemplating such termination.


 


(I)         Subsequent
to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) trading in securities
generally on the New York Stock Exchange, the Nasdaq National Market or the NYSE Amex or in the over-the-counter markets, or trading
in any securities of the Company on any exchange or in the over-the-counter markets, shall have been suspended or minimum or maximum
prices or maximum ranges for prices shall have been established on any such exchange or such market by the Commission, by such
exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been
declared by federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or
clearance services in the United States, (iii) the United States shall have become engaged in hostilities in which it is not currently
engaged, the subject of an act of terrorism, there shall have been an escalation in hostilities involving the United States, or
there shall have been a declaration of a national emergency or war by the United States, or (iv) there shall have occurred any
other calamity or crisis or any change in general economic, political or financial conditions in the United States or elsewhere,
if the effect of any such event in clause (iii) or (iv) makes it, in the sole judgment of the Placement Agent, impracticable or
inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner contemplated by the Base Prospectus
and the Prospectus Supplement.


 


(J)         No
action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely
affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order
of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which
would prevent the issuance or sale of the Securities or materially and adversely affect or potentially and adversely affect the
business or operations of the Company.


 


(K)         The
Company shall have entered into subscription agreements with each of the Purchasers (each, a “Subscription Agreement”)
and such agreements shall be in full force and effect and shall contain representations and warranties of the Company as agreed
between the Company and the Purchasers.


 


(L)         FINRA
shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition,
the Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s
behalf, an Issuer Filing with FINRA pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees
required in connection therewith.


 



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(M)         Prior
to the Closing Date, the Company shall have furnished to the Placement Agent such further information, certificates and documents
as the Placement Agent may reasonably request.


 


All opinions, letters,
evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions
hereof only if they are in form and substance reasonably satisfactory to counsel for the Placement Agent.


 


SECTION 8.        INDEMNIFICATION.     (A)
To the extent permitted by law, the Company will indemnify Rodman and its stockholders, directors, officers, employees and controlling
persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against all losses, claims,
damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating
to or arising out of its activities hereunder or pursuant to this engagement letter, except to the extent that any losses, claims,
damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court
of law to have resulted primarily and directly from Rodman’s willful misconduct or gross negligence in performing the services
described herein.


 


(B)         Promptly
after receipt by Rodman of notice of any claim or the commencement of any action or proceeding with respect to which Rodman is
entitled to indemnity hereunder, Rodman will notify the Company in writing of such claim or of the commencement of such action
or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except
and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company
so elects or is requested by Rodman, the Company will assume the defense of such action or proceeding and will employ counsel reasonably
satisfactory to Rodman and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, Rodman will
be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for Rodman
reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel
to represent both the Company and Rodman. In such event, the reasonable fees and disbursements of no more than one such separate
counsel will be paid by the Company. The Company will have the exclusive right to settle the claim or proceeding provided that
the Company will not settle any such claim, action or proceeding without the prior written consent of Rodman, which will not be
unreasonably withheld.


 


(C)         The
Company agrees to notify Rodman promptly of the assertion against it or any other person of any claim or the commencement of any
action or proceeding relating to a transaction contemplated by this engagement letter.


 


(D)         If
for any reason the foregoing indemnity is unavailable to Rodman or insufficient to hold Rodman harmless, then the Company shall
contribute to the amount paid or payable by Rodman as a result of such losses, claims, damages or liabilities in such proportion
as is appropriate to reflect not only the relative benefits received by the Company on the one hand and Rodman on the other, but
also the relative fault of the Company on the one hand and Rodman on the other that resulted in such losses, claims, damages or
liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims,
damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending
any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, Rodman’s share of the liability
hereunder shall not be in excess of the amount of fees actually received, or to be received, by Rodman under this engagement letter
(excluding any amounts received as reimbursement of expenses incurred by Rodman).


 



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(E)         These
indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this engagement
letter is completed and shall survive the termination of this engagement letter, and shall be in addition to any liability that
the Company might otherwise have to any indemnified party under this engagement letter or otherwise.


 


SECTION 9.        GOVERNING
LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to
agreements made and to be performed entirely in such State. This Agreement may not be assigned by either party without the prior
written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their
respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement
or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the
courts of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this
Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction
of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such
party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of a Transaction
Document, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 


SECTION 10.        ENTIRE
AGREEMENT/MISC. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes
all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is determined
to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other
provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified
or waived except by an instrument in writing signed by both Rodman and the Company. The representations, warranties, agreements
and covenants contained herein shall survive the closing of the Placement and delivery and/or exercise of the Securities, as applicable.
This Agreement 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 a .pdf format 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.


 


SECTION 11.        NOTICES.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time)
on a business day, (b) the next business day after the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number on the signature pages attached hereto on a day that is not a business day or later than 6:30
p.m. (New York City time) on any business day, (c) the business day following the date of mailing, if sent by U.S. nationally
recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The
address for such notices and communications shall be as set forth on the signature pages hereto.


 



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Please confirm that
the foregoing correctly sets forth our agreement by signing and returning to Rodman a copy of this Agreement.


 


	 	Very truly yours,
	 	 
	 	Rodman & Renshaw, LLC
	 	 
	 	By:	/s/ John Borer	 
	 	 	Name: John Borer
	 	 	Title:   Head of Investment Banking


 


	 	Address for notice:
	 	1251 Avenue of the Americas, 20th Floor
	 	New York, NY, 10020
	 	Fax (646) 841-1640
	 	Attention:  General Counsel


 


Accepted and Agreed to as of


the date first written above:


 


NOVELOS THERAPEUTICS, INC



 


	By:	/s/ Harry S. Palmin	 
	 	Name:  Harry Palmin
	 	Title: Chief Executive Officer & President


 



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