<SEC-DOCUMENT>0001193125-17-310897.txt : 20171016
<SEC-HEADER>0001193125-17-310897.hdr.sgml : 20171016
<ACCEPTANCE-DATETIME>20171016160611
ACCESSION NUMBER:		0001193125-17-310897
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20171013
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20171016
DATE AS OF CHANGE:		20171016

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SYNLOGIC, INC.
		CENTRAL INDEX KEY:			0001527599
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				261824804
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-37566
		FILM NUMBER:		171138786

	BUSINESS ADDRESS:	
		STREET 1:		200 SIDNEY STREET
		STREET 2:		SUITE 320
		CITY:			CAMBRIDGE
		STATE:			MA
		ZIP:			02139
		BUSINESS PHONE:		617-401-9975

	MAIL ADDRESS:	
		STREET 1:		200 SIDNEY STREET
		STREET 2:		SUITE 320
		CITY:			CAMBRIDGE
		STATE:			MA
		ZIP:			02139

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Mirna Therapeutics, Inc.
		DATE OF NAME CHANGE:	20110809
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d671201d8k.htm
<DESCRIPTION>8-K
<TEXT>
<HTML><HEAD>
<TITLE>8-K</TITLE>
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 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1.00pt solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:14pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:14pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000">&nbsp;</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000">&nbsp;</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant
to Section&nbsp;13 or 15(d) </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>of the Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of earliest event reported): October&nbsp;13, 2017 </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000">&nbsp;</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>SYNLOGIC, INC. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Exact
name of registrant as specified in its charter) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000">&nbsp;</P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"><B>Delaware</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>001-37566</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>26-1824804</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or other jurisdiction</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>of incorporation)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Commission File Number)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(IRS Employer</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification No.)</B></P></TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>200 Sidney St., Suite 320</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Cambridge, MA</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>02139</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"><B>(Address of principal executive offices)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(Zip Code)</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(617) 401-9947 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Registrant&#146;s telephone number, including area code </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Not applicable </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Former
Name or Former Address, if Changed Since Last Report) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000">&nbsp;</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR &#167;230.405) or
Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR &#167;240.12b-2). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Emerging Growth Company&nbsp;&nbsp;&#9746; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section&nbsp;13(a) of the Exchange Act.&nbsp;&nbsp;&#9746; </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P><center> <P STYLE="line-height:3.5pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000">&nbsp;</P></center>

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<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;1.01.</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Entry Into a Material Definitive Agreement. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On October&nbsp;13, 2017, Synlogic, Inc. (the
&#147;Company&#148;) entered into a Sales Agreement (the &#147;Agreement&#148;) with Cowen and Company, LLC (&#147;Cowen&#148;) with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its
sole discretion, shares of its common stock, par value $0.001 per share (the &#147;Common Stock&#148;), having an aggregate offering price of up to $50,000,000 (the &#147;Placement Shares&#148;) through Cowen as its sales agent. The issuance and
sale, if any, of the Placement Shares by the Company under the Agreement is subject to the effectiveness of the Company&#146;s registration statement on Form S-3, filed with the Securities and Exchange Commission on October&nbsp;13, 2017. The
Company makes no assurances as to if or when the registration statement will become effective or, if it does become effective, as to the continued effectiveness of the registration statement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">After the registration statement becomes effective, Cowen may sell the Placement Shares by any method permitted by law deemed to be an &#147;at the
market&#148; offering as defined in Rule 415 of the Securities Act of 1933, as amended, including, without limitation, sales made through The NASDAQ Capital Market or on any other existing trading market for the Common Stock. Cowen will use
commercially reasonable efforts to sell the Placement Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will
pay Cowen a commission equal to three percent (3.0%)&nbsp;of the gross sales proceeds of any Placement Shares sold through Cowen under the Agreement, and also has provided Cowen with customary indemnification and contribution rights. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company is not obligated to make any sales of Common Stock under the Agreement. The offering of Placement Shares pursuant to the Agreement will terminate
upon the earlier of (i)&nbsp;the sale of all Placement Shares subject to the Agreement or (ii)&nbsp;termination of the Agreement in accordance with its terms. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is
filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B></B>This Current Report on Form 8-K shall
not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state.<B></B></P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;9.01.</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Financial Statements and Exhibits. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Exhibits. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Exhibit</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1.00pt solid #000000; width:25.30pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>No.</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman"><B>Exhibit</B></P></TD></TR>


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<TD VALIGN="top" NOWRAP>1.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d671201dex11.htm">Sales Agreement, dated as of October 13, 2017, between the Company and Cowen and Company, LLC</A></TD></TR>
</TABLE>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top" COLSPAN="3"><B>SYNLOGIC, INC.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE="BORDER-BOTTOM:1px solid #000000">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000">/s/ Todd Shegog</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Name:</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Title:</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Todd Shegog</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Chief Financial
Officer</P></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Date: October&nbsp;16, 2017 </P>
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<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>2
<FILENAME>d671201dex11.htm
<DESCRIPTION>EX-1.1
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 1.1 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SYNLOGIC, INC. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Common
Stock </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(par value $0.001 per share) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>SALES AGREEMENT </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">October&nbsp;13, 2017 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Cowen and Company, LLC
</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">599 Lexington Avenue </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, NY 10022 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Synlogic, Inc., a
Delaware corporation (the &#147;<B><U>Company</U></B>&#148;), confirms its agreement (this &#147;<B><U>Agreement</U></B>&#148;) with Cowen and Company, LLC (&#147;<B><U>Cowen</U></B>&#148;), as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Issuance and Sale of Shares</U>. The Company agrees that, from time to time during the term of this
Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares (the &#147;<B><U>Placement Shares</U></B>&#148;) of the Company&#146;s common stock, par value
$0.001 per share (the &#147;<B><U>Common Stock</U></B>&#148;), having an aggregate offering price of up to $50,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth
in this <U>Section&nbsp;1</U> on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale
of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed, or to be filed, by the Company and after such Registration Statement has been declared effective by the Securities and Exchange
Commission (the &#147;<B><U>Commission</U></B>&#148;), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder
(collectively, the &#147;<B><U>Securities Act</U></B>&#148;), with the Commission a registration statement on Form <FONT STYLE="white-space:nowrap">S-3,</FONT> including a prospectus, relating to the Placement Shares, to be issued from time to time
by the Company, and which shall incorporate by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively,
the &#147;<B><U>Exchange Act</U></B>&#148;). The Company will, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the &#147;<B><U>Prospectus Supplement</U></B>&#148;) to the prospectus specifically relating
to the Placement Shares included as part of such registration statement. The Company has made available to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by a Prospectus Supplement,
relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all documents filed as part thereof or incorporated
by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the
&#147;<B><U>Registration Statement</U></B>.&#148; The prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by a Prospectus Supplement, in the form in which such
prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any &#147;issuer free writing prospectus,&#148; as defined in Rule 433 of the
Securities Act regulations (&#147;<B><U>Rule 433</U></B>&#148;), relating to the Placement Shares that (i)&nbsp;is required to be filed with the Commission by the Company or (ii)&nbsp;is exempt from filing pursuant to Rule 433(d)(5)(i), in each case
in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company&#146;s records pursuant to Rule 433(g), is herein called the &#147;<B><U>Prospectus</U></B>.&#148; Any reference
herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms &#147;amend,&#148;
&#147;amendment&#148; or &#147;supplement&#148; with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated
by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic
Data Gathering Analysis and Retrieval System (&#147;<B><U>EDGAR</U></B>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Placements</U>. Each
time that the Company wishes to issue and sell the Placement Shares hereunder (each, a &#147;<B><U>Placement</U></B>&#148;), it will notify Cowen by email notice (or other method mutually agreed to in writing by the parties) (a &#147;<B><U>Placement
Notice</U></B>&#148;) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued, the time period during which sales are requested to be
made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in <U>Section&nbsp;3</U>) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters
necessary is attached hereto as <B><U>Schedule 1</U></B>. The Placement Notice shall originate from any of the individuals from the Company set forth on <B><U>Schedule 2</U> </B>(with a copy to each of the other individuals from the Company listed
on such schedule), and shall be addressed to each of the individuals from Cowen set forth on <U><B>Schedule 2</B></U>, as such <B><U>Schedule 2</U></B> may be amended from time to time. The Placement Notice shall be effective upon receipt by Cowen
unless and until (i)&nbsp;in accordance with the notice requirements set forth in <U>Section&nbsp;4</U>, Cowen declines to accept the terms contained therein for any reason, in its sole discretion, (ii)&nbsp;the entire amount of the Placement Shares
have been sold, (iii)&nbsp;in accordance with the notice requirements set forth in <U>Section&nbsp;4</U>, the Company suspends or terminates the Placement Notice, (iv)&nbsp;the Company issues a subsequent Placement Notice with parameters superseding
those on the earlier dated Placement Notice, or (v)&nbsp;this Agreement has been terminated under the provisions of <U>Section&nbsp;11</U>. The amount of any discount, commission or other compensation to be paid by the Company to Cowen in connection
with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in <B><U>Schedule 3</U>.</B> It is expressly acknowledged and agreed that neither the Company nor Cowen will have any obligation whatsoever with respect
to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to Cowen and Cowen does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and
herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Sale of Placement Shares by Cowen.</U> Subject to the terms
and conditions herein set forth, upon the Company&#146;s delivery of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this
Agreement, Cowen, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the
Nasdaq Stock Market LLC (&#147;<B><U>Nasdaq</U></B>&#148;) to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. Cowen will provide written confirmation to the Company
(including by email correspondence to each of the individuals of the Company set forth on <B><U>Schedule 2</U></B>, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via
auto-reply) no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the
volume-weighted average price of the Placement Shares, and the Net Proceeds (as defined below) payable to the Company. Cowen may sell Placement Shares by any method permitted by law deemed to be an &#147;at the market&#148; offering as defined in
Rule 415 of the Securities Act, including without limitation sales made through Nasdaq, on any other existing trading market for the Common Stock. Notwithstanding the provisions of <U>Section&nbsp;6(jj)</U>, Cowen shall not purchase Placement Shares
for its own account as principal unless expressly authorized to do so by the Company in a Placement Notice. The Company acknowledges and agrees that (i)&nbsp;there can be no assurance that Cowen will be successful in selling Placement Shares, and
(ii)&nbsp;Cowen will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Cowen to use its commercially reasonable efforts consistent with its
normal trading and sales practices to sell such Placement Shares as required under this <U>Section&nbsp;3</U>. For the purposes hereof, &#147;<B><U>Trading Day</U></B>&#148; means any day on which the Company&#146;s Common Stock is purchased and
sold on the principal market on which the Common Stock is listed or quoted. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Suspension of Sales</U>.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;The Company or Cowen may, upon notice to the other party in writing (including by email correspondence to each
of the individuals of the other party set forth on <B><U>Schedule 2</U></B>, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed
immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other party set forth on <B><U>Schedule 2</U></B>), suspend any sale of Placement Shares; <I>provided, however</I>, that such suspension shall
not affect or impair either party&#146;s obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. Each of the parties agrees that no such notice under this <U>Section&nbsp;4</U> shall be effective against
the other unless it is made to one of the individuals named on <B><U>Schedule 2</U></B> hereto, as such schedule may be amended from time to time. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding any other provision of this Agreement, during any period in which the Company is in possession of
material <FONT STYLE="white-space:nowrap">non-public</FONT> information, the Company and Cowen agree that (i)&nbsp;no sale of Placement Shares will take place, (ii)&nbsp;the Company shall not request the sale of any Placement Shares, and
(iii)&nbsp;Cowen shall not be obligated to sell or offer to sell any Placement Shares. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;If either Cowen or the Company has reason to believe that the
exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Common Stock, it shall promptly notify the other party, and Cowen may, at its sole discretion, suspend sales of the
Placement Shares under this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;The Company shall notify Cowen by email notice (or other method mutualy
agreed to in writing by the parties) once the Registration Statement is declared effective by the Commission.&nbsp;Notwithstanding any other provision of this Agreement, during any period in which the Registration Statement is no longer effective
under the Securities Act, (i)&nbsp;the Company shall promptly notify Cowen, (ii)&nbsp;the Company shall not request the sale of any Placement Shares, and (iii)&nbsp;Cowen shall not be obligated to sell or offer to sell any Placement Shares. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Settlement.</U> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Settlement of Placement Shares</U>. Unless otherwise specified in the applicable Placement Notice,
settlement for sales of Placement Shares will occur on the second (2<SUP STYLE="font-size:85%; vertical-align:top">nd</SUP>) Trading Day (or such earlier day as is industry practice for <FONT STYLE="white-space:nowrap">regular-way</FONT> trading)
following the date on which such sales are made (each, a &#147;<B><U>Settlement Date</U></B>&#148; and the first such settlement date, the &#147;<B><U>First Delivery Date</U></B>&#148;). The amount of proceeds to be delivered to the Company on a
Settlement Date against receipt of the Placement Shares sold (the &#147;<B><U>Net Proceeds</U></B>&#148;) will be equal to the aggregate sales price received by Cowen at which such Placement Shares were sold, after deduction for
(i)&nbsp;Cowen&#146;s commission, discount or other compensation for such sales payable by the Company pursuant to <U>Section&nbsp;2</U> hereof, (ii)&nbsp;any other amounts due and payable by the Company to Cowen hereunder pursuant to
<U>Section&nbsp;7(g)</U> hereof, and (iii)&nbsp;any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Delivery of Placement Shares</U>. On or before each Settlement Date, the Company will, or will cause its
transfer agent to, electronically transfer the Placement Shares being sold by crediting Cowen&#146;s or its designee&#146;s account (provided Cowen shall have given the Company written notice of such designee at least one (1)&nbsp;Trading Day prior
to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradeable,
transferable, registered shares in good deliverable form. On each Settlement Date, Cowen will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if
the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in
<U>Section&nbsp;9</U>(a) hereto, it will (i)&nbsp;hold Cowen harmless against any loss, claim, damage, or reasonable documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with
such default by the Company and (ii)&nbsp;pay to Cowen any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Representations and Warranties of the Company</U>. The Company
represents and warrants to, and agrees with, Cowen that, as of the date of this Agreement, each Representation Date (as defined in Section&nbsp;7(m)), each date on which a Placement Notice is given, and any date on which Placement Shares are sold
hereunder: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Compliance with Registration Requirements</U>. The Registration Statement and any
Rule&nbsp;462(b) Registration Statement have been declared effective by the Commission under the Securities Act, or will have been declared effective prior to the issuance of any Placement Shares. The Company has complied, or will have complied
prior to the issuance of any Placement Shares, to the Commission&#146;s satisfaction with all requests of the Commission for additional or supplemental information with respect to the Registration Statement or the Prospectus. No stop order
suspending the effectiveness of the Registration Statement or any Rule&nbsp;462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, contemplated or
threatened by the Commission. The Company meets the requirements for use of Form <FONT STYLE="white-space:nowrap">S-3</FONT> under the Securities Act. The sale of the Placement Shares hereunder meets the requirements of General Instruction I.B.1 of
Form <FONT STYLE="white-space:nowrap">S-3.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No Misstatement or Omission</U>. The Prospectus
when filed complied and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule&nbsp;462(b) Registration Statement, the Prospectus and any post-effective
amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of each of the Settlement Dates, if any, complied in all material respects with the Securities Act and did not and, as of each Settlement Date, if
any, did not and will not 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 Prospectus, as amended or supplemented, as of
its date, did not and, as of each of the Settlement Dates, if any, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule&nbsp;462(b) Registration Statement, or
any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Cowen furnished to the Company in writing by Cowen expressly for use therein.
There are no contracts or other documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Offering Materials Furnished to Cowen</U>. The Company made available to Cowen one complete copy of the
Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies of the Registration Statement (without exhibits) and the Prospectus, as amended or supplemented, in such quantities and at
such places as Cowen has reasonably requested. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Not an Ineligible Issuer</U>. The Company currently is
not an &#147;ineligible issuer,&#148; as defined in Rule 405 of the rules and regulation of the Commission. The Company agrees to notify Cowen promptly upon the Company becoming an &#147;ineligible issuer.&#148; </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;<U>Distribution of Offering Material By the Company</U>. The Company
has not distributed and will not distribute, prior to the completion of Cowen&#146;s distribution of the Placement Shares, any offering material in connection with the offering and sale of the Placement Shares other than the Prospectus or the
Registration Statement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>The Sales Agreement</U>. This Agreement has been duly authorized, executed
and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Authorization of the Placement Shares</U>. The Placement Shares, when issued and delivered, will be duly
authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No Applicable Registration or Other Similar Rights</U>. There are no persons with registration or other
similar rights to have any equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights as have been duly waived. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No Material Adverse Change</U>. Except as otherwise disclosed in the Prospectus, subsequent to the
respective dates as of which information is given in the Prospectus: (i)&nbsp;there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or
otherwise, earnings or in the business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (any such change is called a
&#147;<B><U>Material Adverse Change</U></B>&#148;); (ii)&nbsp;the Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business
nor entered into any material transaction or agreement not in the ordinary course of business; and (iii)&nbsp;there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for regular quarterly dividends
publicly announced by the Company or dividends paid to the Company or other subsidiaries, by any of its subsidiaries on any class of capital stock or repurchase or redemption by the Company or any of its subsidiaries of any class of capital stock.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Independent Accountants</U>. Each of KPMG US LLP and Ernst&nbsp;&amp; Young LLP, who has expressed
its opinion with respect to the financial statements (which term as used in this Agreement includes the related notes thereto) filed with the Commission or incorporated by reference as a part of the Registration Statement and included in the
Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Exchange Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Preparation of the Financial Statements</U>. The financial statements filed with the Commission as a part
of or incorporated by reference in the Registration Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations
and cash flows for the periods specified, it being understood that unaudited interim financial statement are subject to </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
normal <FONT STYLE="white-space:nowrap">year-end</FONT> adjustments. Such financial statements have been prepared in accordance with generally accepted accounting principles as applied in the
United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in or incorporated in the
Registration Statement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>XBRL</U>. The interactive data in eXtensible Business Reporting Language
included or incorporated by reference in the each Registration Statement fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission&#146;s rules and guidelines
applicable thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Incorporation and Good Standing of the Company and its Subsidiaries</U>. The
Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as
described in the Prospectus and to enter into and perform its obligations under this Agreement. Synlogic Operating Company, Inc. is the Company&#146;s only significant subsidiary (as defined in
<FONT STYLE="white-space:nowrap">Rule&nbsp;1-02&nbsp;(w)</FONT> of Regulation <FONT STYLE="white-space:nowrap">S-X</FONT> of the Exchange Act) (the &#147;<B><U>Significant Subsidiary</U></B>&#148;). The Significant Subsidiary has been duly organized
and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own, lease and operate its properties and to conduct its business as described in the
Prospectus. Each of the Company and the Significant Subsidiary is duly qualified as a foreign corporation or foreign partnership to transact business and is in good standing in the State of Massachusetts and each other jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions (other than the State of Massachusetts) where the failure to so qualify or to be in good standing would
not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Except as described in the Prospectus, all of the issued and outstanding equity interests of the Significant Subsidiary have been duly authorized
and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation,
association or other entity other than the subsidiaries listed on <B><U>Schedule 4</U></B>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Capital
Stock Matters</U>. The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and
nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe
for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable
for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company&#146;s stock option, stock bonus and other stock plans or arrangements,
and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><FONT STYLE="white-space:nowrap">Non-Contravention</FONT> of
Existing Instruments; No Further Authorizations or Approvals Required</U>.&nbsp;&nbsp;&nbsp;&nbsp;Neither the Company nor any of its subsidiaries is in violation of its charter or <FONT STYLE="white-space:nowrap">by-laws</FONT> or is in default (or,
with the giving of notice or lapse of time, would be in default) (&#147;<B><U>Default</U></B>&#148;) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its
subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an &#147;<B><U>Existing Instrument</U></B>&#148;), except for such Defaults as
would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company&#146;s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the
Prospectus (i)&nbsp;have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter or <FONT STYLE="white-space:nowrap">by-laws</FONT> of the Company or any subsidiary, (ii)&nbsp;will
not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of
any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change, and
(iii)&nbsp;will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. No consent, approval, authorization or other order of, or registration or filing with,
any court or other governmental or regulatory authority or agency, is required for the Company&#146;s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus, except such
as have been obtained or made by the Company and are in full force and effect under the Securities Act, the rules and regulations of Nasdaq, applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority
(&#147;<B><U>FINRA</U></B>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No Material Actions or Proceedings</U>. Except as disclosed in the
Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company&#146;s knowledge, threatened (i)&nbsp;against or affecting the Company or any of its subsidiaries, (ii)&nbsp;which has as the subject
thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii)&nbsp;relating to environmental or discrimination matters, where in any such case there is a reasonable possibility that such action,
suit or proceeding would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its
subsidiaries exists or, to the Company&#146;s knowledge, is threatened or imminent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>All Necessary
Permits, etc</U>. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies (including, without limitation, those
administered by the U.S. Food and Drug Administration (the &#147;<B><U>FDA</U></B>&#148;) or by any foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA) necessary to
conduct their respective businesses, other than those the failure to possess or own would not reasonably be expected to result in a Material Adverse Change, and neither the Company nor any subsidiary has received any notice of proceedings relating
to the revocation or modification of, or <FONT STYLE="white-space:nowrap">non-compliance</FONT> with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding,
would reasonably be expected to result in a Material Adverse Change. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Tax Law Compliance</U>.&nbsp;&nbsp;&nbsp;&nbsp;The Company
and its consolidated subsidiaries have filed all necessary federal, state and foreign income, property and franchise tax returns (or have properly requested extensions thereof) and have paid all taxes required to be paid by any of them and, if due
and payable, any related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable
financial statements referred to in <U>Section&nbsp;6(k)</U> above in respect of all federal, state and foreign income, property and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries
has not been finally determined. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Company Not an &#147;Investment Company</U>.&#148; The Company has
been advised of the rules and requirements under the Investment Company Act of 1940, as amended (the &#147;Investment Company Act&#148;).The Company is not, and after receipt of payment for the Common Stock will not be, an &#147;investment
company&#148; within the meaning of Investment Company Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Insurance</U>. Except as otherwise
described in the Prospectus, each of the Company and its subsidiaries are insured by insurers of recognized financial responsibility with policies in such amounts and with such deductibles and covering such risks as the Company reasonably believes
to be generally deemed prudent and customary for their business, and for companies of comparable size, market capitalization and stage of business. The Company has no reason to believe that it or any subsidiary will not be able (i)&nbsp;to renew its
existing insurance coverage as and when such policies expire or (ii)&nbsp;to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a
Material Adverse Change. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No Price Stabilization or Manipulation</U>. The Company has not taken and
will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Placement
Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Related Party Transactions</U>. There are no business relationships or related-party
transactions involving the Company or any subsidiary or any other person required to be described in the Prospectus which have not been described as required. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Exchange Act Compliance</U>. The documents incorporated or deemed to be incorporated by reference in the
Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act, and, when read together with the other information in the Prospectus, at the
Settlement Dates, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No Unlawful Contributions or
Other Payments</U>. Neither the Company nor any of its subsidiaries nor, to the best of the Company&#146;s knowledge, any director, officer, employee, </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 9 - </P>


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agent, affiliate or other person acting on behalf of the Company or any subsidiary has (i)&nbsp;used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful
expense relating to political activity; (ii)&nbsp;made any direct or indirect unlawful payment to any foreign or domestic government officials or employees, political parties or campaigns, political party officials, or candidates for political
office from corporate funds; (iii)&nbsp;violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable anti-corruption laws, rules, or regulations of any other jurisdiction in which the
Company or any subsidiary conducts business; or (iv)&nbsp;made any other unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any person. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Compliance with Money Laundering Laws</U>. The operations of the Company and its subsidiaries are and have
been conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements, including those of the U.S. Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of all jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the &#147;<B><U>Money Laundering Laws</U></B>&#148;) and no action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z)&nbsp;<U>Compliance with OFAC</U>. </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(A)</TD>
<TD ALIGN="left" VALIGN="top">Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer or employee thereof, any agent, affiliate, representative, or other person acting on behalf of the Company or
any of its subsidiaries, is an individual or entity (&#147;<B><U>Person</U></B>&#148;) that is, or is owned or controlled by a Person that is: (i)&nbsp;the subject of any sanctions administered or enforced by the U.S. Department of Treasury&#146;s
Office of Foreign Assets Control (&#147;<B><U>OFAC</U></B>&#148;), the United Nations Security Council (&#147;<B><U>UNSC</U></B>&#148;), the European Union (&#147;<B><U>EU</U></B>&#148;), Her Majesty&#146;s Treasury (&#147;<B><U>HMT</U></B>&#148;),
or other relevant sanctions authority (collectively, &#147;<B><U>Sanctions</U></B>&#148;), nor (ii)&nbsp;located, organized, or resident in a country or territory that is the subject of a U.S. government embargo (including, without limitation, Cuba,
Iran, North Kora, Sudan, Syria and the Crimea). </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(B)</TD>
<TD ALIGN="left" VALIGN="top">The Company will not, directly or indirectly, use the Net Proceeds, or lend, contribute or otherwise make available such Net Proceeds to any subsidiary, joint venture partner or other Person: (i)&nbsp;to fund or
facilitate any activities or business of or with any Person that, at the time of such funding or facilitation, is the subject of Sanctions, or in any country or territory that, at the time of such funding or facilitation, is the subject of a U.S.
government embargo; or (ii)&nbsp;in any other manner that will result in a violation of Sanctions by any Person (including Cowen). </TD></TR></TABLE>
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<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(C)</TD>
<TD ALIGN="left" VALIGN="top">For the past five (5)&nbsp;years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any direct or indirect dealings or transactions with any Person that at the time of
the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo. </TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa)&nbsp;<U>Company&#146;s Accounting System</U>. The Company maintains a system of &#147;internal control over financial reporting&#148; (as
such term is defined in Rule <FONT STYLE="white-space:nowrap">13a-15(f)</FONT> of the General Rules and Regulations under the Exchange Act (the &#147;<B><U>Exchange Act Rules</U></B>&#148;)) that complies with the requirements of the Exchange Act
and has been designed by their respective principal executive and principal financial officers, or under their supervision and are sufficient to provide reasonable assurances that (i)&nbsp;transactions are executed in accordance with
management&#146;s general or specific authorizations; (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain accountability for assets; (iii)&nbsp;access to assets
is permitted only in accordance with management&#146;s general or specific authorization; and (iv)&nbsp;the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to
any differences. Except as described in the Prospectus, the Company&#146;s Registration Statement on Form <FONT STYLE="white-space:nowrap">S-4</FONT> (File <FONT STYLE="white-space:nowrap">No.&nbsp;333-218885)</FONT> declared effective by the
Commission on July&nbsp;13, 2017, since the end of the Company&#146;s most recent audited fiscal year, there has been (A)&nbsp;no material weakness in the Company&#146;s internal control over financial reporting (whether or not remediated) and
(B)&nbsp;no change in the Company&#146;s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company&#146;s internal control over financial reporting. The Company has no reason to
believe that it does not comply with Section&nbsp;215.02 of the Commission&#146;s Compliance and Disclosure Interpretations of Regulation <FONT STYLE="white-space:nowrap">S-K</FONT> regarding a <FONT STYLE="white-space:nowrap">one-year</FONT>
transition under Item 308(a) of Regulation <FONT STYLE="white-space:nowrap">S-K</FONT> with respect to its annual report on Form <FONT STYLE="white-space:nowrap">10-K</FONT> for the year ending December&nbsp;31, 2017. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb)&nbsp;<U>Disclosure Controls</U>. The Company maintains disclosure controls and procedures (as such is defined in Rule <FONT
STYLE="white-space:nowrap">13a-15(e)</FONT> of the Exchange Act Rules) that comply with the requirements of the Exchange Act; such disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the
Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission&#146;s rules and forms, including controls and procedures designed to ensure that
such information is accumulated and communicated to the Company&#146;s management to allow timely decisions regarding disclosures. The Company has conducted evaluations of the effectiveness of their disclosure controls as required by Rule <FONT
STYLE="white-space:nowrap">13a-15</FONT> of the Exchange Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc)&nbsp;<U>Regulatory Matters</U>. The studies, tests and preclinical or
clinical trials conducted by or on behalf of the Company that are described in the Prospectus (the &#147;<B><U>Company Studies and Trials</U></B>&#148;) were and, if still pending, are being, conducted in all material respects in accordance with
experimental protocols, procedures and controls pursuant to, where applicable, accepted professional scientific standards; the descriptions of the results of the Company Studies and Trials contained in the Prospectus are accurate in all material
respects; the Company </P>
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has no knowledge of any other studies or trials not described in the Prospectus, the results of which are inconsistent with or call into question the results described or referred to in the
Prospectus; and the Company has not received any notices or correspondence with the FDA or any foreign, state or local governmental body exercising comparable authority requiring the termination, suspension or material modification of
any&nbsp;&nbsp;&nbsp;&nbsp;Company Studies or Trials that termination, suspension or material modification would reasonably be expected to have a Material Adverse Change and, to the Company&#146;s knowledge, there are no reasonable grounds for the
same. The Company has obtained informed consent by or on behalf of each human subject who participated in the Company Studies and Trials. In using or disclosing patient information received by the Company in connection with the Company Studies and
Trials, the Company has complied in all material respects with all applicable laws and regulatory rules or requirements, including, without limitation, the Health Insurance Portability and Accountability Act of 1996 and the rules and regulations
thereunder. To the Company&#146;s knowledge, none of the Company Studies and Trials involved any investigator who has been disqualified as a clinical investigator or has been found by the FDA to have engaged in scientific misconduct. To the
Company&#146;s knowledge, the manufacturing facilities and operations of its suppliers are operated in compliance in all material respects with all applicable statutes, rules, regulations and policies of the FDA and comparable regulatory agencies
outside of the United States to which the Company is subject, to the extent such parties are subject to the statures, rules regulation and policies of the FDA or comparable regulatory agency outside of the United States. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(dd)&nbsp;<U>Compliance with Environmental Laws</U>. Except as otherwise described in the Prospectus, and except as would not, individually or
in the aggregate, reasonably be expected to result in a Material Adverse Change (i)&nbsp;neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign law or regulation relating to pollution or protection of
human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases
or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, &#147;<B><U>Materials of Environmental Concern</U></B>&#148;), or otherwise relating to
the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, &#147;<B><U>Environmental Laws</U></B>&#148;), which violation includes, but is not limited to,
noncompliance with any permits or other governmental authorizations required for the operation of the business of the Company or its subsidiaries under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has
the Company or any of its subsidiaries received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company or any of its subsidiaries is in violation of any Environmental
Law; (ii)&nbsp;there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company has received written notice, and no written notice by any person or entity alleging
potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys&#146; fees or penalties arising out of, based on or resulting from the presence, or
release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Company or any of its subsidiaries, now or in the past (collectively, &#147;<B><U>Environmental Claims</U></B>&#148;), pending
or, to the Company&#146;s knowledge, threatened against the Company or any of its subsidiaries or any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or
by operation of law; and (iii)&nbsp;to the best of the Company&#146;s knowledge, there are no past or present actions, activities, circumstances, conditions, </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 12 - </P>


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events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably could result in a violation of
any Environmental Law or form the basis of a potential Environmental Claim against the Company or any of its subsidiaries or against any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained
or assumed either contractually or by operation of law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ee)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Intellectual Property</U>. Other than as
would reasonably be expected to result in a Material Adverse Change The Company and its subsidiaries own or possess the right to use all (i)&nbsp;patents, patent applications, trademarks, trademark registrations, service marks, service mark
registrations, Internet domain name registrations, copyrights, copyright registrations, licenses, (&#147;<U>Intellectual Property Rights</U>&#148;) and (ii)&nbsp;inventions, software, works of authorships, trademarks, service marks, trade names,
databases, formulae, know how, Internet domain names and other intellectual property (including trade secrets and other proprietary confidential information, systems, or procedures) (collectively, &#147;<U>Intellectual Property Assets</U>&#148;)
necessary to conduct their respective businesses as currently conducted, and as proposed to be conducted and described in the Prospectus. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any
activities of their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is to their knowledge
still pending, by any other person to the rights of the Company and its subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its subsidiaries. To the knowledge of the Company,
the Company and its subsidiaries&#146; respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person. All
licenses for the use of the Intellectual Property Rights described in the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and
is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. Other
than as described in the Registration Statement, no material claim has been made against the Company alleging the infringement by the Company of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other
intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality
agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the
Company&#146;s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ff)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Listing</U>. The Company is subject to and in compliance in all material respects with the reporting
requirements of Section&nbsp;13 or Section&nbsp;15(d) of the Exchange Act. The shares of Common Stock are registered pursuant to Section&nbsp;12(b) of the Exchange Act and are listed on Nasdaq, and the Company has taken no action designed to, or
reasonably likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from Nasdaq, nor has the Company received any notification that the Commission or Nasdaq is contemplating
terminating such registration or listing. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(gg)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Brokers</U>. Except for Cowen, there is no broker, finder or
other party that is entitled to receive from the Company any brokerage or finder&#146;s fee or other fee or commission as a result of any transactions contemplated by this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(hh)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No Outstanding Loans or Other Indebtedness</U>. Except as described in the Prospectus, there are no
outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company to or for the benefit of any of the officers or directors of the Company or any of the
immediate family members of any of them. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii)&nbsp;<U>No Reliance</U>. The Company has not relied upon Cowen or legal counsel for Cowen
for any legal, tax or accounting advice in connection with the offering and sale of the Placement Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(jj)&nbsp;<U>Cowen
Purchases</U>. The Company acknowledges and agrees that Cowen has informed the Company that Cowen may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell shares of Common Stock for its own account while this
Agreement is in effect, <I>provided,</I> <I>that</I> (i)&nbsp;no such purchase or sales shall take place while a Placement Notice is in effect (except to the extent Cowen may engage in sales of Placement Shares purchased or deemed purchased from the
Company as a &#147;riskless principal&#148; or in a similar capacity) and (ii)&nbsp;the Company shall not be deemed to have authorized or consented to any such purchases or sales by Cowen. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(kk)&nbsp;<U>Compliance with Laws</U>. The Company has not been advised, and has no reason to believe, that it and each of its subsidiaries
are not conducting business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting business, except where failure to be so in compliance would not reasonably be expected to result in a Material
Adverse Change. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ll)&nbsp;<U>Emerging Growth Company</U>. The Company has been and is an &#147;emerging growth company,&#148; as defined
in Section&nbsp;2(a) of the Securities Act (an &#147;<B><U>Emerging Growth Company</U></B>&#148;), since the time of the initial submission of the Registration Statement to the Commission.<B> </B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Any certificate signed by an officer of the Company and delivered to Cowen or to counsel for Cowen in connection with this Agreement shall be deemed to be a
representation and warranty by the Company to Cowen as to the matters set forth therein. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company acknowledges that Cowen and, for purposes of the
opinions to be delivered pursuant to <U>Section&nbsp;7</U> hereof, counsel to the Company and counsel to Cowen, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Covenants of the Company</U>. The Company covenants and agrees with Cowen that: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Registration Statement Amendments</U>. After the date of this Agreement and during any period in which a
Prospectus relating to any Placement Shares is required to be delivered by </P>
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Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule&nbsp;172 under the Securities Act), (i)&nbsp;the Company will notify Cowen
promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been
filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii)&nbsp;the Company will prepare and file with the Commission, promptly upon Cowen&#146;s
request, any amendments or supplements to the Registration Statement or Prospectus that, in Cowen&#146;s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (<I>provided,
however</I>, that the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Cowen&#146;s right to rely on the representations and warranties made by the Company in this Agreement);
(iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a
copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected thereto (<I>provided, however</I>, that the failure of Cowen to make such objection shall not relieve the Company of
any obligation or liability hereunder, or affect Cowen&#146;s right to rely on the representations and warranties made by the Company in this Agreement) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that
upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via EDGAR; (iv)&nbsp;the Company will cause each amendment or supplement to the Prospectus, other than
documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act and (v)&nbsp;prior to the termination of this Agreement, the Company will notify Cowen if at
any time the Registration Statement shall no longer be effective as a result of the passage of time pursuant to Rule 415 under the Securities Act or otherwise. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Notice of Commission Stop Orders</U>. The Company will advise Cowen, promptly after it receives notice or
obtains knowledge thereof, of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, of the suspension of the qualification of the Placement Shares for offering or sale in
any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order
should be issued. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Delivery of Prospectus; Subsequent Changes</U>. During any period in which a
Prospectus relating to the Placement Shares is required to be delivered by Cowen under the Securities Act with respect to a pending sale of the Placement Shares, (including in circumstances where such requirement may be satisfied pursuant to Rule
172 under the Securities Act), the Company will comply with all requirements imposed upon it by the Securities Act, as from time to time in force, and to file on or before their respective due dates all reports and any definitive proxy or
information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act. If during such period any event occurs as a result of which the
Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not
</P>
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misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Securities Act, the Company will promptly notify Cowen to
suspend the offering of Placement Shares during such period and the Company will promptly amend or supplement the Registration Statement or Prospectus (at the expense of the Company) so as to correct such statement or omission or effect such
compliance. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Listing of Placement Shares</U>. During any period in which the Prospectus relating to
the Placement Shares is required to be delivered by Cowen under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities
Act), the Company will use its commercially reasonable efforts to cause the Placement Shares to be listed on Nasdaq and to qualify the Placement Shares for sale under the securities laws of such jurisdictions as Cowen reasonably designates and to
continue such qualifications in effect so long as required for the distribution of the Placement Shares; <I>provided, however,</I> that the Company shall not be required in connection therewith to qualify as a foreign corporation or dealer in
securities or file a general consent to service of process in any jurisdiction. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Delivery of
Registration Statement and Prospectus</U>. The Company will furnish to Cowen and its counsel (at the expense of the Company) copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all
amendments and supplements to the Registration Statement or Prospectus that are filed with the Commission during any period in which a Prospectus relating to the Placement Shares is required to be delivered under the Securities Act (including all
documents filed with the Commission during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable and in such quantities as Cowen may from time to time reasonably request and, at
Cowen&#146;s request, will also furnish copies of the Prospectus to each exchange or market on which sales of the Placement Shares may be made; <I>provided, however,</I> that the Company shall not be required to furnish any document (other than the
Prospectus) to Cowen or its counsel to the extent such document is available on EDGAR. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Earnings
Statement</U>. The Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company&#146;s current fiscal quarter, an earnings statement covering a <FONT
STYLE="white-space:nowrap">12-month</FONT> period that satisfies the provisions of Section&nbsp;11(a) and Rule 158 of the Securities Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Expenses</U>. The Company, whether or not the transactions contemplated hereunder are consummated or this
Agreement is terminated, in accordance with the provisions of <U>Section&nbsp;11</U> hereunder, will pay the following expenses all incident to the performance of its obligations hereunder, including, but not limited to, expenses relating to
(i)&nbsp;the preparation, printing and filing of the Registration Statement and each amendment and supplement thereto, of each Prospectus and of each amendment and supplement thereto, (ii)&nbsp;the preparation, issuance and delivery of the Placement
Shares, (iii)&nbsp;the qualification of the Placement Shares under securities laws in accordance with the provisions of <U>Section&nbsp;7(d)</U> of this Agreement, including filing fees (provided, however, that any fees or disbursements of counsel
for Cowen in connection therewith shall be paid by Cowen except as set forth in (vii)&nbsp;below), (iv) the printing and delivery to Cowen of copies of the Prospectus and any amendments or supplements thereto, and of this Agreement, (v)&nbsp;the
fees and expenses incurred in connection with the listing or qualification of the Placement Shares for trading on Nasdaq, (vi)&nbsp;the filing fees and expenses, if any, of the Commission and the filing fees
</P>
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and associated legal expenses of Cowen&#146;s outside counsel for filings with the FINRA Corporate Financing Department, and (vii)&nbsp;the reasonable fees and disbursements of Cowen&#146;s
counsel, provided that the expenses reimbursable to Cowen in clauses (vi)&nbsp;and (vii) herein shall not exceed $50,000.&nbsp;&nbsp;&nbsp;&nbsp; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Use of Proceeds</U>. The Company will use the Net Proceeds as described in the Prospectus in the section
entitled &#147;Use of Proceeds.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Notice of Other Sales</U>. During the pendency of any Placement
Notice given hereunder, and for three trading days following the termination of any Placement Notice given hereunder, the Company shall provide Cowen notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells,
grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights
to purchase or acquire Common Stock; <I>provided</I>, that such notice shall not be required in connection with the (i)&nbsp;issuance, grant or sale of Common Stock or options to purchase shares of Common Stock, or Common Stock issuable upon the
exercise of options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii)&nbsp;the issuance of securities in connection with an acquisition, merger or sale or purchase
of assets, (iii)&nbsp;the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time provided the implementation of such is disclosed to Cowen in advance or (iv)&nbsp;any shares of Common
Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Change of Circumstances</U>. The Company will, at any time during a fiscal quarter in which the Company
intends to tender a Placement Notice or sell Placement Shares, advise Cowen promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion,
certificate, letter or other document provided to Cowen pursuant to this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Due Diligence
Cooperation</U>. During the term of this Agreement, the Company will cooperate with any reasonable due diligence review conducted by Cowen or its agents in connection with the transactions contemplated hereby, including, without limitation,
providing information and making available documents and senior corporate officers, during regular business hours and at the Company&#146;s principal offices, as Cowen may reasonably request. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Required Filings Relating to Placement of Placement Shares</U>. The Company agrees that on such dates as
the Securities Act shall require, the Company will (i)&nbsp;file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the Securities Act (each and every filing under Rule 424(b), a &#147;<B><U>Filing
Date</U></B>&#148;), which prospectus supplement will set forth, within the relevant period, the amount of Placement Shares sold through Cowen, the Net Proceeds to the Company and the compensation payable by the Company to Cowen with respect to such
Placement Shares, and (ii)&nbsp;deliver such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Representation Dates; Certificate</U>. On or prior to the First Delivery Date and thereafter, during the
term of this Agreement, each time the Company (i)&nbsp;files the Prospectus </P>
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relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance
with Section&nbsp;7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares;
(ii)&nbsp;files an annual report on Form <FONT STYLE="white-space:nowrap">10-K</FONT> under the Exchange Act; (iii)&nbsp;files its quarterly reports on Form <FONT STYLE="white-space:nowrap">10-Q</FONT> under the Exchange Act; or (iv)&nbsp;files a
report on Form <FONT STYLE="white-space:nowrap">8-K</FONT> containing amended financial information (other than information &#147;furnished&#148; pursuant to Items 2.02 or 7.01 of Form <FONT STYLE="white-space:nowrap">8-K)</FONT> under the Exchange
Act (each date of filing of one or more of the documents referred to in clauses (i)&nbsp;through (iv) shall be a &#147;<B><U>Representation Date</U></B>&#148;); the Company shall furnish Cowen with a certificate, in the form attached hereto as
<U>Exhibit 7(m)</U> within two (2)&nbsp;Trading Days of any Representation Date if requested by Cowen. The requirement to provide a certificate under this Section&nbsp;7(m) shall be automatically waived for any Representation Date occurring at a
time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the
next occurring Representation Date; <I>provided</I>, <I>however</I>, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form <FONT STYLE="white-space:nowrap">10-K.</FONT> Notwithstanding the
foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Cowen with a certificate under this <U>Section&nbsp;7(m)</U>, then before the Company
delivers the Placement Notice or Cowen sells any Placement Shares, the Company shall provide Cowen with a certificate, in the form attached hereto as <U>Exhibit 7(m)</U>, dated the date of the Placement Notice. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Legal Opinion</U>. On or prior to the First Delivery Date and within three (3)&nbsp;Trading Days of each
Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as <U>Exhibit 7(m)</U> for which no waiver is applicable, the Company shall cause to be furnished to Cowen a written opinion and
negative assurance letter of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (&#147;<U>Company Counsel</U>&#148;), or other counsel reasonably satisfactory to Cowen, in form and substance satisfactory to Cowen and its counsel, dated the date
that the opinion is required to be delivered, respectively, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; <I>provided</I>, <I>however</I>, that in lieu of such opinions for
subsequent Representation Dates, Company Counsel may furnish Cowen with a letter (a &#147;<B><U>Reliance Letter</U></B>&#148;) to the effect that Cowen may rely on a prior opinion delivered under this <U>Section&nbsp;7(n)</U> to the same extent as
if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Comfort Letters</U>. On or prior to the First Delivery Date and within three (3)&nbsp;Trading Days of each
Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as <U>Exhibit 7(m)</U> for which no waiver is applicable, the Company shall cause its independent accountants to furnish Cowen
letters (the &#147;<B><U>Comfort Letters</U></B>&#148;), dated the date the Comfort Letter is delivered, in form and substance satisfactory to Cowen, (i)&nbsp;confirming that they are an independent registered public accounting firm within the
meaning of the Securities Act and the PCAOB, (ii)&nbsp;stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 18 - </P>


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by accountants&#146; &#147;comfort letters&#148; to Cowen in connection with registered public offerings (the first such letter, the &#147;<B><U>Initial Comfort Letter</U></B>&#148;) and
(iii)&nbsp;updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as
amended and supplemented to the date of such letter. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Market Activities</U>. The Company will not,
directly or indirectly, (i)&nbsp;take any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale
or resale of the Placement Shares or (ii)&nbsp;sell, bid for, or purchase the Placement Shares to be issued and sold pursuant to this Agreement, or pay anyone any compensation for soliciting purchases of the Placement Shares other than Cowen;
<I>provided, however,</I> that the Company may bid for and purchase shares of its Common Stock in accordance with Rule <FONT STYLE="white-space:nowrap">10b-18</FONT> under the Exchange Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Insurance</U>. The Company and its subsidiaries shall maintain, or cause to be maintained, insurance in
such amounts and covering such risks as it believes to be reasonable and customary for the business for which it is engaged. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Compliance with Laws</U>. The Company and each of its subsidiaries will maintain, or cause to be
maintained, all material environmental permits, licenses and other authorizations required by federal, state and local law in order to conduct their businesses as described in the Prospectus, and the Company and each of its subsidiaries shall
conduct their businesses, or cause their businesses to be conducted, in substantial compliance with such permits, licenses and authorizations and with applicable environmental laws, except where the failure to maintain or be in compliance with such
permits, licenses and authorizations would not reasonably be expected to result in a Material Adverse Change. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Investment Company Act</U>. The Company will conduct its affairs in such a manner so as to reasonably
ensure that neither it nor its subsidiaries will be or become, at any time prior to the termination of this Agreement, an &#147;investment company,&#148; as such term is defined in the Investment Company Act, assuming no change in the
Commission&#146;s current interpretation as to entities that are not considered an investment company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Securities Act and Exchange Act</U>. The Company will use its reasonable best efforts to comply with all
requirements imposed upon it by the Securities Act and the Exchange Act as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, the Placement Shares as contemplated by the provisions hereof and the
Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No Offer to Sell</U>. Other than the Prospectus or a free writing prospectus (as defined
in Rule 405 under the Securities Act) approved in advance by the Company and Cowen in its capacity as principal or agent hereunder, neither Cowen nor the Company (including its agents and representatives, other than Cowen in its capacity as such)
will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy
Placement Shares hereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Sarbanes-Oxley Act</U>. The Company and its subsidiaries will use their
reasonable best efforts to comply with all effective applicable provisions of the Sarbanes-Oxley Act. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Emerging Growth Company</U>. The Company will promptly notify
Cowen if the Company ceases to be an Emerging Growth Company at any time prior to the completion of Cowen&#146;s distribution of the Placement Shares pursuant to this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Conditions to Cowen&#146;s Obligations</U>. The obligations of Cowen hereunder with respect to a Placement
will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Cowen of a due diligence review
satisfactory to Cowen in its reasonable judgment, and to the continuing satisfaction (or waiver by Cowen in its sole discretion) of the following additional conditions: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Registration Statement Effective</U>. The Registration Statement shall be effective and shall be available
for the sale of all Placement Shares contemplated to be issued by any Placement Notice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No Material
Notices</U>. None of the following events shall have occurred and be continuing: (i)&nbsp;receipt by the Company or any of its subsidiaries of any request for additional information from the Commission or any other federal or state governmental
authority during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus; (ii)&nbsp;the issuance by the Commission or
any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii)&nbsp;receipt by the Company of any notification with respect
to the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv)&nbsp;the occurrence of any event that
makes any material statement made in the Registration Statement or the Prospectus or any material document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in
the Registration Statement, related Prospectus or such documents so that, in the case of the Registration Statement, it will not contain any materially 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 not misleading and, that in the case of the Prospectus, it will not contain any materially 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 the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No Misstatement or Material Omission</U>. Cowen shall not have advised the Company that the Registration
Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in Cowen&#146;s reasonable opinion is material, or omits to state a fact that in Cowen&#146;s reasonable opinion is material and is required
to be stated therein or is necessary to make the statements therein not misleading. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Material
Changes</U>. Except as contemplated in the Prospectus, or disclosed in the Company&#146;s reports filed with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the
Company or any Material Adverse Change or any development that would reasonably be expected to result in a Material Adverse Change, or any downgrading in or withdrawal of the rating assigned to any of the Company&#146;s securities (other than asset
backed securities) by any rating organization or a public </P>
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announcement by any rating organization that it has under surveillance or review its rating of any of the Company&#146;s securities (other than asset backed securities), the effect of which, in
the case of any such action by a rating organization described above, in the reasonable judgment of Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable
to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Company Counsel Legal Opinion</U>. Cowen shall have received an opinion and negative assurance letter of
Company Counsel required to be delivered pursuant to <U>Section&nbsp;7(n)</U> on or before the date on which such delivery of such opinion is required pursuant to <U>Section&nbsp;7(n)</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Cowen Counsel Legal Opinion</U>. Cowen shall have received from Goodwin Procter LLP, counsel for Cowen,
such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to <U>Section&nbsp;7(n)</U>, with respect to such matters as Cowen may reasonably require, and the Company shall have
furnished to such counsel such documents as they request for enabling them to pass upon such matters. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Comfort Letter</U>. Cowen shall have received the Comfort Letter required to be delivered pursuant to
<U>Section&nbsp;7(o)</U> on or before the date on which such delivery of such Comfort Letter is required pursuant to <U>Section&nbsp;7(o)</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Representation Certificate</U>. Cowen shall have received the certificate required to be delivered
pursuant to <U>Section&nbsp;7(m)</U> on or before the date on which delivery of such certificate is required pursuant to <U>Section&nbsp;7(m)</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Secretary&#146;s Certificate</U>. On or prior to the First Delivery Date, Cowen shall have received a
certificate, signed on behalf of the Company by its corporate Secretary, in form and substance satisfactory to Cowen and its counsel. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No Suspension</U>. Trading in the Common Stock shall not have been suspended on Nasdaq. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Other Materials</U>. On each date on which the Company is required to deliver a certificate pursuant to
<U>Section&nbsp;7(m)</U>, the Company shall have furnished to Cowen such appropriate further information, certificates and documents as Cowen may have reasonably requested. All such opinions, certificates, letters and other documents shall have been
in compliance with the provisions hereof. The Company will furnish Cowen with such conformed copies of such opinions, certificates, letters and other documents as Cowen shall have reasonably requested. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Securities Act Filings Made</U>. All filings with the Commission required by Rule 424 under the Securities
Act to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Approval for Listing</U>. The Placement Shares shall either have been (i)&nbsp;approved for listing on
Nasdaq, subject only to notice of issuance, or (ii)&nbsp;the Company shall have filed an application for listing of the Placement Shares on Nasdaq at, or prior to, the issuance of any Placement Notice. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No Termination Event</U>. There shall not have occurred any
event that would permit Cowen to terminate this Agreement pursuant to <U>Section&nbsp;11(a)</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Indemnification and Contribution</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Company Indemnification</U>. The Company agrees to indemnify and hold harmless Cowen, the directors,
officers, partners, employees and agents of Cowen and each person, if any, who (i)&nbsp;controls Cowen within the meaning of Section&nbsp;15 of the Securities Act or Section&nbsp;20 of the Exchange Act, or (ii)&nbsp;is controlled by or is under
common control with Cowen (a &#147;<B><U>Cowen Affiliate</U></B>&#148;) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses
incurred in connection with, and any and all amounts paid in settlement (in accordance with <U>Section&nbsp;9(c)</U>) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified
party and any third party, or otherwise, or any claim asserted), as and when incurred, to which Cowen, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written
information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y)&nbsp;the omission or alleged omission to state in any such
document a material fact required to be stated in it or necessary to make the statements in it not misleading or (z)&nbsp;any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained
in this Agreement; <I>provided</I>, <I>however</I>, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused
directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with the Agent&#146;s Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Cowen Indemnification</U>. Cowen agrees to indemnify and hold harmless the Company and its directors and
each officer of the Company that signed the Registration Statement, and each person, if any, who (i)&nbsp;controls the Company within the meaning of Section&nbsp;15 of the Securities Act or Section&nbsp;20 of the Exchange Act or (ii)&nbsp;is
controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in <U>Section&nbsp;9(a)</U>, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent&#146;s Information.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Procedure</U>. Any party that proposes to assert the right to be indemnified under this
<U>Section&nbsp;9</U> will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this <U>Section&nbsp;9</U>, notify each such
indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i)&nbsp;any liability that it might have to any
indemnified party otherwise than </P>
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under this <U>Section&nbsp;9</U> and (ii)&nbsp;any liability that it may have to any indemnified party under the foregoing provision of this <U>Section&nbsp;9</U> unless, and only to the extent
that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party
will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other
indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense,
the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the
defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (1)&nbsp;the employment of counsel by
the indemnified party has been authorized in writing by the indemnifying party, (2)&nbsp;the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that
are different from or in addition to those available to the indemnifying party, (3)&nbsp;a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which
case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4)&nbsp;the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable
time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying
party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such
jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not, in any event, be
liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any
pending or threatened claim, action or proceeding relating to the matters contemplated by this <U>Section&nbsp;9</U> (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent includes an unconditional
release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Contribution</U>. In order to provide for just and equitable contribution in circumstances in which the
indemnification provided for in the foregoing paragraphs of this <U>Section&nbsp;9</U> is applicable in accordance with its terms but for any reason is held to be unavailable from the Company or Cowen, the Company and Cowen will contribute to the
total losses, claims, liabilities, expenses and damages (including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, but
after deducting any contribution received by the Company from persons other than Cowen, such as persons who control the Company within the meaning of the Securities Act, officers of the Company who signed the Registration Statement and directors of
the Company, who also may be liable for contribution) to which the Company and Cowen may be subject in such </P>
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proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and Cowen on the other. The relative benefits received by the Company on the one hand
and Cowen on the other hand shall be deemed to be in the same proportion as the total Net Proceeds from the sale of the Placement Shares (before deducting expenses) received by the Company bear to the total compensation received by Cowen from the
sale of Placement Shares on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect
not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and Cowen, on the other, with respect to the statements or omission that resulted in such loss, claim, liability,
expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or Cowen, the intent of the parties and their relative knowledge, access to information and opportunity to correct
or prevent such statement or omission. The Company and Cowen agree that it would not be just and equitable if contributions pursuant to this <U>Section&nbsp;9(d)</U> were to be determined by pro rata allocation or by any other method of allocation
that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense, or damage, or action in respect thereof, referred to above in
this <U>Section&nbsp;9(d)</U> shall be deemed to include, for the purpose of this <U>Section&nbsp;9(d)</U>, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or
claim to the extent consistent with <U>Section&nbsp;9(c)</U> hereof. Notwithstanding the foregoing provisions of this <U>Section&nbsp;9(d)</U>, Cowen shall not be required to contribute any amount in excess of the commissions received by it under
this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For
purposes of this <U>Section&nbsp;9(d)</U>, any person who controls a party to this Agreement within the meaning of the Securities Act, and any officers, directors, partners, employees or agents of Cowen, will have the same rights to contribution as
that party, and each officer of the Company who signed the Registration Statement will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of
notice of commencement of any action against such party in respect of which a claim for contribution may be made under this <U>Section&nbsp;9(d)</U>, will notify any such party or parties from whom contribution may be sought, but the omission to so
notify will not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have under this <U>Section&nbsp;9(d)</U> except to the extent that the failure to so notify such other party materially
prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of <U>Section&nbsp;9(c)</U> hereof, no party will be liable for contribution with respect
to any action or claim settled without its written consent if such consent is required pursuant to <U>Section&nbsp;9(c)</U> hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Representations and Agreements to Survive Delivery</U>. The indemnity and contribution agreements
contained in <U>Section&nbsp;9</U> of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i)&nbsp;any investigation made
by or on behalf of Cowen, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii)&nbsp;any termination of
this Agreement. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Termination.</U> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cowen shall have the right by giving written notice as hereinafter specified at any time to terminate this
Agreement if (i)&nbsp;any Material Adverse Change, or any development that would reasonably be expected to result in a Material Adverse Change has occurred that, in the reasonable judgment of Cowen, may materially impair the ability of Cowen to sell
the Placement Shares hereunder, (ii)&nbsp;the Company shall have failed, refused or been unable to perform any agreement on its part to be performed hereunder; <I>provided, however,</I> in the case of any failure of the Company to deliver (or cause
another person to deliver) any certification, opinion, or letter required under <U>Sections</U> <U>7(m)</U>, <U>7(n)</U>, or <U>7(o)</U>, Cowen&#146;s right to terminate shall not arise unless such failure to deliver (or cause to be delivered)
continues for more than thirty (30)&nbsp;days from the date such delivery was required, or (iii)&nbsp;any other condition of Cowen&#146;s obligations hereunder is not fulfilled, or (iv)&nbsp;any suspension or limitation of trading in the Placement
Shares or in securities generally on Nasdaq shall have occurred. Any such termination shall be without liability of any party to any other party except that the provisions of <U>Section&nbsp;7(g)</U>, <U>Section&nbsp;9</U>, <U>Section&nbsp;10</U>,
<U>Section&nbsp;16</U> and <U>Section&nbsp;17</U> hereof shall remain in full force and effect notwithstanding such termination. If Cowen elects to terminate this Agreement as provided in this <U>Section&nbsp;11(a)</U>, Cowen shall provide the
required written notice as specified in <U>Section&nbsp;12</U>). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company shall have the right, by
giving two (2)&nbsp;days notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the
provisions of <U>Section&nbsp;7(g)</U>, <U>Section&nbsp;9</U>, <U>Section&nbsp;10</U>, <U>Section&nbsp;16</U> and <U>Section&nbsp;17</U> hereof shall remain in full force and effect notwithstanding such termination. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cowen shall have the right, by giving two (2)&nbsp;days notice as hereinafter specified to terminate this
Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of <U>Section&nbsp;7(g)</U>, <U>Section&nbsp;9</U>,
<U>Section&nbsp;10</U>, <U>Section&nbsp;16</U> and <U>Section&nbsp;17</U> hereof shall remain in full force and effect notwithstanding such termination. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless earlier terminated pursuant to this <U>Section&nbsp;11</U>, this Agreement shall automatically
terminate upon the issuance and sale of all of the Placement Shares through Cowen on the terms and subject to the conditions set forth herein; <I>provided</I> that the provisions of <U>Section 7(g)</U>, <U>Section&nbsp;9</U>, <U>Section&nbsp;10</U>,
<U>Section&nbsp;16</U> and <U>Section&nbsp;17</U> hereof shall remain in full force and effect notwithstanding such termination. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall remain in full force and effect unless terminated pursuant to <U>Sections 11(a)</U>,
<U>(b)</U>, <U>(c), or (d)</U>&nbsp;above or otherwise by mutual agreement of the parties; <I>provided, however, </I>that any such termination by mutual agreement shall in all cases be deemed to provide that <U>Section&nbsp;7(g)</U>,
<U>Section&nbsp;9</U>, <U>Section&nbsp;10</U>, <U>Section&nbsp;16</U> and <U>Section&nbsp;17</U> shall remain in full force and effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any termination of this Agreement shall be effective on the date specified in such notice of termination;
<I>provided, however,</I> that such termination shall not be effective until the close </P>
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of business on the date of receipt of such notice by Cowen or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such
Placement Shares shall settle in accordance with the provisions of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Notices</U>. All
notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified in this Agreement, and if sent to Cowen, shall be delivered to
Cowen at Cowen and Company, LLC, 599 Lexington Avenue, New York, NY 10022, fax no. <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">646-562-1124,</FONT></FONT> Attention: General Counsel with a copy to Goodwin Procter LLP, fax no. <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">212-355-3333,</FONT></FONT> Attention: Michael Maline; or if sent to the Company, shall be delivered to Synlogic, Inc., 200 Sidney Street, Suite 320, Cambridge, MA 02139, attention: Chief
Executive Officer with a copy to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, MA 02111, fax no. <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">617-542-2241,</FONT></FONT> Attention: Matthew J.
Gardella. Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i)&nbsp;when
delivered personally or by verifiable facsimile or email transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day (as defined below), or, if such day is not a Business Day on the next succeeding
Business Day, (ii)&nbsp;on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii)&nbsp;on the Business<B> </B>Day actually received if deposited in the U.S. mail (certified or registered mail, return
receipt requested, postage prepaid). For purposes of this Agreement, &#147;<B><U>Business Day</U></B>&#148; shall mean any day on which Nasdaq and commercial banks in the City of New York are open for business. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Successors and Assigns</U>. This Agreement shall inure to the benefit of and be binding upon the Company
and Cowen and their respective successors and the affiliates, controlling persons, officers and directors referred to in <U>Section&nbsp;9</U> hereof. References to any of the parties contained in this Agreement shall be deemed to include the
successors and permitted assigns of such party. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party; <I>provided</I>,
<I>however</I>, that Cowen may assign its rights and obligations hereunder to an affiliate of Cowen without obtaining the Company&#146;s consent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Adjustments for Share Splits</U>. The parties acknowledge and agree that all share-related numbers
contained in this Agreement shall be adjusted to take into account any share split, share dividend or similar event effected with respect to the Common Stock. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Entire Agreement; Amendment; Severability</U>. This Agreement (including all schedules and exhibits
attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject
matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowen. In the event that any one or more of the provisions contained herein, or the application thereof in
any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the
remainder of the terms and provisions herein shall be construed as if such invalid, illegal or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 26 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance
with the intent of the parties as reflected in this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Applicable Law; Consent to
Jurisdiction</U>. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to the <FONT
STYLE="white-space:nowrap">non-exclusive</FONT> jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection with any transaction contemplated
hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified
or registered mail, return receipt requested) 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Waiver of Jury Trial</U>. The Company and Cowen each hereby irrevocably waives any right it may have to a
trial by jury in respect of any claim based upon or arising out of this Agreement or any transaction contemplated hereby. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">18.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Absence of Fiduciary Relationship</U><I>. </I>The Company acknowledges and agrees that: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cowen has been retained solely to act as sales agent in connection with the sale of the Common Stock and that
no fiduciary, advisory or agency relationship between the Company and Cowen has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether Cowen has advised or is advising the Company on other matters;
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the Company is capable of evaluating and understanding and understands and accepts the terms, risks and
conditions of the transactions contemplated by this Agreement; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the Company has been advised that Cowen
and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that Cowen has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary,
advisory or agency relationship; and </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the Company waives, to the fullest extent permitted by law, any
claims it may have against Cowen, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that Cowen shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary claim or to any person
asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, partners, employees or creditors of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">19.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Counterparts</U>. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile or other electronic transmission. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 27 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">20.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Definitions</U>. As used in this Agreement, the following
term has the meaning set forth below: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Agent&#146;s Information&#148;</I> means,
solely the following information in the Prospectus: the eighth and tenth paragraphs under the caption &#147;Plan of Distribution&#148; in the Prospectus. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>[Remainder of Page Intentionally Blank] </B></P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 28 - </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the foregoing correctly sets forth the understanding between the Company and Cowen, please so
indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and Cowen. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


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<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="87%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Very truly yours,</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>COWEN AND COMPANY, LLC</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Robert Sine</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: Robert Sine</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title: Managing Director</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>ACCEPTED as of the date first-above written:</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>SYNLOGIC, INC.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Todd Shegog</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Todd Shegog</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Chief Financial Officer</TD></TR>
</TABLE></DIV>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B><U>SCHEDULE 1</U> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>FORM OF PLACEMENT NOTICE</U> </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD WIDTH="6%"></TD>
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<TD WIDTH="42%"></TD>
<TD VALIGN="bottom" WIDTH="2%"></TD>
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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">From:</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">[&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;]</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Cc:</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">[&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;]</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">To:</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">[&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;]</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Subject:</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Cowen at the&nbsp;Market&nbsp;Offering&#151;Placement Notice</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Gentlemen: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Pursuant to the
terms and subject to the conditions contained in the Sales Agreement between Synlogic, Inc., a Delaware corporation (the &#147;<U>Company</U>&#148;), and Cowen and Company, LLC (&#147;<U>Cowen</U>&#148;) dated October 13, 2017 (the
&#147;<U>Agreement</U>&#148;), I hereby request on behalf of the Company that Cowen sell up to [&nbsp;&nbsp;&nbsp;&nbsp;] shares of the Company&#146;s common stock, par value $0.001 per share, at a minimum market price of $[&nbsp;&nbsp;&nbsp;&nbsp;]
per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]/[the aggregate sales price of the shares reaches $[&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;]]. </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B><U>SCHEDULE 2</U> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>Synlogic, Inc.</U> </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company&#146;s Chief Executive
Officer, who as of the date hereof is JC Guti&eacute;rrez-Ramos. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company&#146;s Chief Financial Officer, who as of the date hereof is Todd Shegog.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>Cowen and Company, LLC</U> </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Bill Follis </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Robert Sine </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B><U>SCHEDULE 3</U> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Compensation </U></B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Cowen shall be paid
compensation equal to 3.0% of the gross proceeds from the sales of Common Stock pursuant to the terms of this Agreement. </P>

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<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B><U>SCHEDULE 4</U> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Schedule Of Subsidiaries </U></B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Synlogic
Operating Company, Inc. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Synlogic IBDCo, Inc. </P>

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<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B><U>Exhibit 7(m)</U> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OFFICER CERTIFICATE </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The undersigned, the
duly qualified and elected &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, of Synlogic, Inc.<B> </B>(&#147;<B><U>Company</U></B>&#148;), a Delaware corporation, does hereby
certify in such capacity and on behalf of the Company, pursuant to <U>Section&nbsp;7(m)</U> of the Sales Agreement dated October [&nbsp;&nbsp;&nbsp;&nbsp;], 2017 (the &#147;<B><U>Sales Agreement</U></B>&#148;) between the Company and Cowen and
Company, LLC, that to the best of the knowledge of the undersigned. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;The representations and warranties of the
Company in <U>Section&nbsp;6</U> of the Sales Agreement (A)&nbsp;to the extent such representations and warranties are subject to qualifications and exceptions contained therein relating to materiality or Material Adverse Change (as defined in the
Sales Agreement), are true and correct on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof, except for those representations and warranties that speak solely as of a specific date and which
were true and correct as of such date, and (B)&nbsp;to the extent such representations and warranties are not subject to any qualifications or exceptions, are true and correct in all material respects as of the date hereof as if made on and as of
the date hereof with the same force and effect as if expressly made on and as of the date hereof except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date; and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii)&nbsp;&nbsp;&nbsp;&nbsp;The Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied
pursuant to the Sales Agreement at or prior to the date hereof. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Name:</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Title:</TD></TR>
</TABLE></DIV>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Date:<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> </P>
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