Mintz, Levin, Cohn, Ferris, Glovsky and Popeo Sample Contracts

Placement Agency Agreement (March 15th, 2019)

Introduction. Subject to the terms and conditions herein (this Agreement), Yield10 Bioscience, Inc., a Delaware corporation (the Company), hereby agrees to sell up to an aggregate of $2,930,453.19 of registered securities (the Securities) of the Company, including, but not limited to, shares (the Shares) of the Companys common stock, par value $0.01 per share (the Common Stock) directly to various investors (each, an Investor and, collectively, the Investors) through Ladenburg Thalmann & Co. Inc., as placement agent (Ladenburg or the Placement Agent). The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering (as defined below).

Corindus Vascular Robotics, Inc. – Contract (March 15th, 2019)
Arsanis, Inc. – Warrant to Purchase Stock (March 13th, 2019)
Arsanis, Inc. – Agreement (March 13th, 2019)
Mersana Therapeutics, Inc. – MERSANA THERAPEUTICS, INC. 21,250,000 Shares of Common Stock, Par Value $0.0001 Per Share Underwriting Agreement (March 4th, 2019)

Mersana Therapeutics, Inc., a Delaware corporation (the Company), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the Underwriters), for whom you are acting as representative (the Representative), an aggregate of 21,250,000 shares of common stock, par value $0.0001 per share, of the Company (the Underwritten Shares) and, at the option of the Underwriters, up to an additional 3,187,500 shares of common stock of the Company (the Option Shares). The Underwritten Shares and the Option Shares are herein referred to as the Shares. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the Stock.

ImmunoGen, Inc. – Contract (March 1st, 2019)
Corindus Vascular Robotics, Inc. – Contract (February 27th, 2019)
Pacific Entertainment – February 14, 2019 (February 15th, 2019)

We have acted as legal counsel to Genius Brands International, Inc., a Nevada corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") of a Prospectus Supplement, dated February 14, 2019 (the "Prospectus Supplement"), to a Registration Statement (File No. 333-214805) on Form S-3 (the "Registration Statement"), filed by the Company with the Commission under the Securities Act of 1933, as amended (the "Securities Act"). The Prospectus Supplement relates to the sale of 945,894 shares (the "Shares") of the Company's common stock, $0.001 par value per share, (the "Common Stock"), and warrants (the "Registered Warrants") to purchase 945,894 shares (the "Registered Warrant Shares") of the Company's Common Stock, pursuant to a Securities Purchase Agreement, dated February 14, 2019, between the Company and the purchasers named therein (the "Purchase Agreement"). The Purchase Agreement will be filed as an exhibit to

Pacific Entertainment – Securities Purchase Agreement (February 15th, 2019)

This Securities Purchase Agreement (this "Agreement") is dated as of February 14, 2019, between Genius Brands International, Inc., a Nevada corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

Stock Purchase Agreement (February 7th, 2019)

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of October 3, 2018, (the "Effective Date") by and between Johnson & Johnson Innovation-JJDC, Inc. (the "Investor"), a New Jersey corporation with its principal place of business at 410 George Street, New Brunswick, New Jersey 08901, and Arrowhead Pharmaceuticals, Inc. (the "Company"), a Delaware corporation, with its principal place of business at 225 S. Lake Avenue, Suite 1050, Pasadena, California 91101.

Registration Rights Agreement (February 7th, 2019)

This Agreement is made pursuant to the Stock Purchase Agreement, dated as of October 3, 2018, between the Company and the Purchaser (the "Purchase Agreement").

StemCells, Inc. – January 25, 2019 (January 25th, 2019)
StemCells, Inc. – Contract (January 25th, 2019)
Underwriting Agreement (January 23rd, 2019)
StemCells, Inc. – Form of Securities Purchase Agreement (January 17th, 2019)

This Securities Purchase Agreement (this "Agreement") is dated as of January 15, 2019, between Microbot Medical Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

StemCells, Inc. – Microbot Medical Inc. (January 17th, 2019)
StemCells, Inc. – Securities Purchase Agreement (January 16th, 2019)

This Securities Purchase Agreement (this "Agreement") is dated as of January 14, 2019, between Microbot Medical Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

StemCells, Inc. – Contract (January 16th, 2019)
Obalon Therapeutics Inc – Registration Rights Agreement (December 27th, 2018)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 27, 2018, by and between OBALON THERAPEUTICS, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

Obalon Therapeutics Inc – Contract (December 27th, 2018)
Micronet Enertec Technologies, Inc. – Contract (December 21st, 2018)
Executive Agreement (December 21st, 2018)

This Executive Agreement (this "Agreement") is dated as of [*], and will be effective as of [*] (the "Effective Date"), by and between Aspen Aerogels, Inc., a Delaware corporation (the "Company"), and [*] (the "Executive").

Neurotrope, Inc. – Gp Nurmenkari Inc. (December 17th, 2018)

This Placement Agency Agreement ("Agreement") sets forth the terms upon which GP Nurmenkari Inc., a registered broker-dealer and member of the Financial Industry Regulatory Authority ("FINRA") (hereinafter referred to as the "Placement Agent"), shall be engaged by Neurotrope Inc., a publicly traded Nevada corporation (hereinafter referred to as the "Company"), to act as Placement Agent in connection with the registered direct offering (the "Offering") of the securities of the Company referred to below (the "Securities") directly to various investors (each, an "Investor" and, collectively, the "Investors"). The Closing (as defined below) of the Offering will be conditioned upon certain conditions described herein.

WPCS International – Stock Purchase Agreement (December 14th, 2018)

THIS STOCK PURCHASE AGREEMENT ("Agreement"), dated December 10, 2018, is entered into between DropCar, Inc., a Delaware corporation (the "Seller"), and World Professional Cabling Systems, LLC, a California limited liability company (the "Purchaser").

Tonix Pharmaceuticals Holding Corp. – UNDERWRITING AGREEMENT Between TONIX PHARMACEUTICALS HOLDING CORP. And as Representative of the Several Underwriters TONIX PHARMACEUTICALS HOLDING CORP. UNDERWRITING AGREEMENT (December 11th, 2018)

The undersigned, Tonix Pharmaceuticals Holding Corp., a corporation formed under the laws of the State of Nevada (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 Tonix Pharmaceuticals Holding Corp., the "Company"), hereby confirms its agreement (this "Agreement") with A.G.P./Alliance Global Partners (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:

Tonix Pharmaceuticals Holding Corp. – UNDERWRITING AGREEMENT Between TONIX PHARMACEUTICALS HOLDING CORP. And as Representative of the Several Underwriters TONIX PHARMACEUTICALS HOLDING CORP. UNDERWRITING AGREEMENT (December 3rd, 2018)

The undersigned, Tonix Pharmaceuticals Holding Corp., a corporation formed under the laws of the State of Nevada (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 Tonix Pharmaceuticals Holding Corp., the "Company"), hereby confirms its agreement (this "Agreement") with A.G.P./Alliance Global Partners (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:

Arsanis, Inc. – AGREEMENT AND PLAN OF MERGER by and Among Arsanis, Inc., Artemis AC Corp., and X4 Pharmaceuticals, Inc. Dated as of November 26, 2018 (November 27th, 2018)
Incremental Amendment (November 15th, 2018)

INCREMENTAL AMENDMENT, dated as of November 15, 2018 (this "Incremental Amendment"), to the Existing Credit Agreement referred to below, among Brooks Automation, Inc., a Delaware corporation (together with its successors and assigns, the "Borrower"), the other Loan Parties (as defined in the Credit Agreement (as defined below)) parties hereto, the Administrative Agent (as defined below) and Morgan Stanley Senior Funding, Inc., as the 2018 Incremental Term B Lender (as defined below).

Vringo – Xpresspa Group, Inc. Series E Preferred Stock Purchase Agreement (November 14th, 2018)

THIS SERIES E PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement"), is made as of the 12th day of November, 2018 by and between XpresSpa Group, Inc., a Delaware corporation (the "Company"), and Calm.com, Inc., a Delaware Company (the "Purchaser").

Placement Agency Agreement (November 13th, 2018)
Ritter Pharmaceuticals Inc – Contract (November 9th, 2018)
Ritter Pharmaceuticals Inc – Contract (November 9th, 2018)
Executive Agreement (November 7th, 2018)

This Executive Agreement (this "Agreement") is dated as of November 7, 2018 and will be effective as of January 1, 2019 (the "Effective Date"), by and between Aspen Aerogels, Inc., a Delaware corporation (the "Company"), and Donald R. Young (the "Executive").

Neos Therapeutics, Inc. – Contract (November 6th, 2018)
HISTOGENICS CORPORATION (A Delaware Corporation) 26,155,000 Shares of Common Stock UNDERWRITING AGREEMENT (October 5th, 2018)