BJ's Wholesale Club Holdings, Inc. – Voting Agreement (September 24th, 2018)

Vynleads, Inc. – Contract (September 24th, 2018)

Charles J. Bair (September 24th, 2018)

You have requested our opinion, as counsel to Biocept, Inc., a Delaware corporation (the "Company"), with respect to certain matters in connection with the offering by the Company of 642,438 shares (the "Shares") of common stock of the Company (the "Common Stock") and warrants (the "Warrants") to purchase up to 120,000 shares of Common Stock (the "Warrant Shares", and, collectively with the Shares, the "Securities") pursuant to a Registration Statement on Form S-3 (Registration Statement No. 333-224946) (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), the prospectus dated May 24, 2018 (the "Base Prospectus"), and the prospectus supplement dated September 21, 2018, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (together with the Base Prospectus, the "Prospectus"). The Shares, the Warrants and the Warrant Shares are to be sold by the C

Forestar Group Inc – FORESTAR GROUP INC. A Delaware Corporation See Reberse for Certain Definitions This Is to Certify That Is the Owner of Fully Paid and Non-Assessable Shares of the Above Corporation Transferable Only on the Books of the Corporation by the Holder Hereof in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Property Endorsed. Witness, the Seal of the Corporation and the Signatures of Its Duly Authorized Officers. Dated Chief Executive Officer Secretary (C) 1999 CORPEX BANKNOTE CO., BAY SHORE N.Y. (September 24th, 2018)

Valtech Se – Valtech Se 2018 Omnibus Incentive Plan (September 24th, 2018)

Vynleads, Inc. – Contract (September 24th, 2018)

Niu Technologies – Indemnification Agreement (September 24th, 2018)

THIS INDEMNIFICATION AGREEMENT (this Agreement) is made as of , 2018 by and between Niu Technologies, an exempted company incorporated and existing under the laws of the Cayman Islands (the Company), and (Passport/PRC ID Card No. ) (the Indemnitee).

Niu Technologies – Power of Attorney (September 24th, 2018)

I, the undersigned, Yinan Li, a citizen of the Peoples Republic of China (PRC) with Identification Card No.: ******, and a holder of 5.00% of the entire registered capital (My Shareholding) in Beijing Niudian Technology Co., Ltd. (Domestic Company), hereby irrevocably authorize Niu Technologies (Cayman Company) to exercise the following rights relating to My Shareholding during the term of this Power of Attorney:

Linn Energy – Registration Rights Agreement (September 24th, 2018)

BJ's Wholesale Club Holdings, Inc. – Bjs Wholesale Club Holdings, Inc. 2018 Incentive Award Plan Restricted Stock Award Grant Notice and Restricted Stock Award Agreement (September 24th, 2018)

Blue Hills Bancorp, Inc. – Form of Voting Agreement (September 24th, 2018)

THIS VOTING AGREEMENT (this "Agreement") is dated as of September 20, 2018, by and between the undersigned holder ("Stockholder") of common stock, $0.01 par value per share ("Company Common Stock"), of Blue Hills Bancorp, Inc., a Maryland corporation ("Company"), and Independent Bank Corp., a Massachusetts corporation ("Buyer"). All capitalized terms used but not defined shall have the meanings assigned to them in the Merger Agreement (as defined below).

SharedLabs, Inc – Contract (September 24th, 2018)

Linn Energy – FORM OF SECOND AMENDED AND RESTATED BYLAWS OF ROAN RESOURCES, INC. Incorporated Under the Laws of the State of Delaware (September 24th, 2018)

BJ's Wholesale Club Holdings, Inc. – Non-Qualified Stock Option Agreement of Beacon Holding Inc. (September 24th, 2018)

Underwriting Agreement (September 24th, 2018)

The undersigned, FlexShopper, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of FlexShopper, Inc., the "Company"), hereby confirms its agreement (this "Agreement") with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as "you" (including its correlatives) or the "Representative") and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:

Alzheon, Inc. – Alzheon, Inc. Non-Employee Director Compensation Program (September 24th, 2018)

Non-employee members of the board of directors (the Board) of Alzheon, Inc. (the Company) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this Program). The cash and equity compensation described in this Program shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a Non-Employee Director) who is entitled to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company. This Program shall remain in effect until it is revised or rescinded by further action of the Board. This Program may be amended, modified or terminated by the Board at any time in its sole discretion. The terms and conditions of this Program shall supersede any prior cash and/or equity compensation arra

Alzheon, Inc. – Employment Agreement (September 24th, 2018)

This Employment Agreement (this Agreement), dated as of March 20, 2018, is made by and between Alzheon, Inc., a Delaware corporation (together with any successor thereto, the Company), and Martin Tolar, M.D., Ph.D. (Executive) (collectively referred to herein as the Parties or individually referred to as a Party).

Kodiak Sciences Inc. – KODIAK SCIENCES INC. 2018 EQUITY INCENTIVE PLAN (Adopted on August 14, 2018 and Effective as of the Business Day Prior to the Companys Initial Public Offering) (September 24th, 2018)

Kodiak Sciences Inc. – Kodiak Sciences Inc. Indemnification Agreement (September 24th, 2018)

Linn Energy – Form of Second Amended and Restated Bylaws of Linn Energy, Inc. (September 24th, 2018)

Linn Energy – Indemnity Agreement (September 24th, 2018)

Amazing Energy Oil & Gas, Co. – Contract (September 24th, 2018)

Promissory Note (September 24th, 2018)

BJ's Wholesale Club Holdings, Inc. – Employment Agreement (September 24th, 2018)

BJ's Wholesale Club Holdings, Inc. – Non-Qualified Stock Option Agreement of Beacon Holding Inc. (September 24th, 2018)