Common use of Notice Parties Clause in Contracts

Notice Parties. The Company Sxxxxxx X. Xxxxxx President and CEO sxxxxxx@xxxxx.xxx Gxxxxxx X. Xxxxxxx Chief Operating Officer gxxxxxxx@xxxxx.xxx Jxxxxxxx Xxx Senior VP, Finance jxxx@xxxxx.xxx Cxxxx Xxxxxx Sine Managing Director rxxxxx.xxxx@xxxxx.xxx Wxxxxxx Xxxxxx Director wxxxxxx.xxxxxx@xxxxx.xxx SCHEDULE 3 Compensation Cowen shall be paid compensation equal to up to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of this Agreement. Exhibit 7(m) OFFICER CERTIFICATE The undersigned, the duly qualified and elected _______________________, of Aduro Biotech, Inc. (“Company”), a Delaware corporation, does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(m) of the Sales Agreement dated August [2], 2017 (the “Sales Agreement”) between the Company and Cxxxx and Company, LLC, that to the best of the knowledge of the undersigned:

Notice Parties. The Company Sxxxxxx X. Xxxxxx President and CEO sxxxxxx@xxxxx.xxx Gxxxxxx X. Xxxx Xxxxxxxx Chief Executive Officer xxxx.xxxxxxxx@xxxxxxxxxxx.xxx Xxxxxxx Xxxxxxx Chief Operating Financial Officer gxxxxxxx@xxxxx.xxx Jxxxxxxx Xxx Senior VP, Finance jxxx@xxxxx.xxx Cxxxx xxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx Xxxxx Xxxxxx Sine Managing Director rxxxxx.xxxx@xxxxx.xxx Wxxxxxx xxxxxx.xxxx@xxxxx.xxx Xxxxxxx Xxxxxx Director wxxxxxx.xxxxxx@xxxxx.xxx xxxxxxx.xxxxxx@xxxxx.xxx SCHEDULE 3 Compensation Cowen shall be paid compensation equal to up to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of this Agreement. Exhibit 7(m) OFFICER CERTIFICATE The undersigned, the duly qualified and elected _______________________, of Aduro Biotech, Inc. Tonix Pharmaceuticals Holding Corp. (“Company”), a Delaware Nevada corporation, does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(m) of the Sales Agreement dated August [2]1, 2017 (the “Sales Agreement”) between the Company and Cxxxx Xxxxx and Company, LLC, that to the best of the knowledge of the undersigned:. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Sales Agreement.

Notice Parties. The Company Sxxxxxx Xxx X. Xxxxxx Xxxxxxx, Chief Executive Officer, President and CEO sxxxxxx@xxxxx.xxx Gxxxxxx Chairman xxxxxxxxx@xxxxxxxxxxxxxx.xxx Xxxxx X. Xxxxxxxxxx, Chief Financial Officer and Senior Vice President xxxxxxxxxx@xxxxxxxxxxxxxx.xxx HCW Xxxxx Xxx xxxx@xxxxx.xxx Xxxxxxx Chief Operating Officer gxxxxxxx@xxxxx.xxx Jxxxxxxx Xxx Senior VP, Finance jxxx@xxxxx.xxx Cxxxx Xxxxxx Sine Managing Director rxxxxx.xxxx@xxxxx.xxx Wxxxxxx Xxxxxx Director wxxxxxx.xxxxxx@xxxxx.xxx Xxxxxxxx xxxxxxxxxx@xxxxx.xxx With a copy to xxx@xxxxx.xxx SCHEDULE 3 Compensation Cowen HCW shall be paid compensation equal to up to 3.0(A) 8.0% of the gross proceeds from the sales of Placement Shares and (B) a management fee equal to 1.0% of the gross proceeds from the sales of Placement Shares, pursuant to the terms of this Agreement. Exhibit 7(m) OFFICER CERTIFICATE The undersigned, the duly qualified and elected _______________________, of Aduro BiotechReShape Lifesciences, Inc. (“Company”), a Delaware corporation, does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(m) of the Sales Agreement dated August [October 2], 2017 2018 (the “Sales Agreement”) between the Company and Cxxxx and CompanyX.X. Xxxxxxxxxx & Co., LLC, that to the best of the knowledge of the undersigned:

Notice Parties. The Company Sxxxxxx Xxxx X. Xxxxx (xxxxxx@xxxxxxxx.xxx) Xxxxxx President and CEO sxxxxxx@xxxxx.xxx Gxxxxxx X. Xxxxxxxxx (xxxxxxxxxx@xxxxxxxx.xxx) Xxxx Xxxxxxxxxx (xxxx.xxxxxxxxxx@xxxxxxxxx.xxx) The Agent Controlled Equity Offering Group (XXXXX@xxxxxx.xxx) Xxxx Xxxxx (xxxxxx@xxxxxx.xxx) Xxxx Xxxxxxx Chief Operating Officer gxxxxxxx@xxxxx.xxx Jxxxxxxx Xxx Senior VP, Finance jxxx@xxxxx.xxx Cxxxx (xxxxxxxx@xxxxxx.xxx) Xxxxxx Sine Managing Director rxxxxx.xxxx@xxxxx.xxx Wxxxxxx Xxxxxx Director wxxxxxx.xxxxxx@xxxxx.xxx Xxxxxxx (xxxxxxxx@xxxxxx.xxx) SCHEDULE 3 Compensation Cowen shall be paid compensation equal to up to 3.0% 4 Subsidiary Verastem Securities Corporation (a Massachusetts securities corporation) EXHIBIT 7(l) Form of the gross proceeds from the sales of Placement Shares pursuant to the terms of this Agreement. Exhibit 7(m) OFFICER CERTIFICATE Representation Date Certificate The undersigned, the duly qualified and elected _______________________, of Aduro BiotechVerastem, Inc. Inc., a Delaware corporation (the “Company”), a Delaware corporation, does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(m7(l) of the Sales Agreement Agreement, dated August [2]December 20, 2017 2013 (the “Sales Agreement”) ), between the Company and Cxxxx and Company, LLCCantor Xxxxxxxxxx & Co., that to the best of the knowledge of the undersigned: