Common use of COMPENSATION AND OTHER FEES Clause in Contracts

COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company agrees as follows: (A) The Company shall pay a cash placement fee (the “Placement Agent’s Fee”) equal to 6.5% of the aggregate purchase price paid for the Shares and Warrants placed by each Purchaser who is introduced to the Company by ▇▇▇▇▇▇ and/or ▇▇▇▇▇ (“Eligible Securities”), except that (a) the Placement Agent’s Fee shall be reduced to 3% of the aggregate purchase price paid for the Shares and Warrants that are purchased by those persons listed on Annex A hereto, and (b) no fee shall be payable with respect to any purchase of Shares and Warrants by Panacea Biotec Ltd (or any affiliates thereof), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or current members of the Company’s board of directors (the “Board of Directors”) or any organizations or funds with which they are affiliated; provided, however, that the exceptions in clauses (a) and (b) above shall only apply to an aggregate of the first $5 million of Shares and Warrants purchased by the persons identified in clauses (a) and (b), counting first Shares and Warrants covered by clause (b) and then Shares ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ · Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ Fax: ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇.▇▇▇▇.▇▇▇ · Member: FINRA, SIPC and Warrants covered by clause (a). The Placement Agent’s Fee shall be paid at and only upon the closing of the Placement (the “Closing”) from the gross proceeds of the Shares and Warrants sold and paid for by the Purchasers. Eighty per cent (80%) of the Placement Agent’s Fee shall be paid directly to ▇▇▇▇▇▇ and twenty per cent (20%) of the Placement Agent’s Fee shall be paid directly to ▇▇▇▇▇. (B) The Company also agrees to reimburse ▇▇▇▇▇▇’▇ reasonable actual expenses (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placement, but in no event more than $25,000. Such reimbursement shall be payable immediately upon (but only in the event of) the Closing.

COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company agrees as followsto pay to ▇▇▇▇▇▇: (A) The Company shall pay a fees set forth below with respect to the Placement: 1. A cash placement fee (payable immediately upon the “closing of the Placement Agent’s Fee”) and equal to 6.56% of the aggregate purchase price paid for gross proceeds raised in the Shares and Warrants placed by each Purchaser who is introduced to the Company by Placement. ▇▇▇▇▇▇ and/or ▇▇▇▇▇ (“Eligible Securities”), except that (a) the Placement Agent’s Fee shall be reduced to 3% of the aggregate purchase price paid for the Shares and Warrants that are purchased by those persons listed on Annex A hereto, and (b) no fee shall be payable with respect to any purchase of Shares and Warrants by Panacea Biotec Ltd (or any affiliates thereof), ▇▇▇▇▇▇▇▇▇ ▇& ▇▇▇▇▇▇▇, or current members of the Company’s board of directors (the “Board of Directors”) or any organizations or funds with which they are affiliated; provided, however, that the exceptions in clauses (a) and (b) above shall only apply to an aggregate of the first $5 million of Shares and Warrants purchased by the persons identified in clauses (a) and (b), counting first Shares and Warrants covered by clause (b) and then Shares LLC ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ · Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ Fax: ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇.▇▇▇▇.▇▇▇ · Member: FINRA, SIPC and Warrants covered by clause (a)SIPC 2. The Placement Agent’s Fee shall be paid at and only upon the closing Such number of the Placement warrants (the “Closing▇▇▇▇▇▇ Warrants”) from the gross proceeds of the Shares and Warrants sold and paid for by the Purchasers. Eighty per cent (80%) of the Placement Agent’s Fee shall be paid directly to ▇▇▇▇▇▇ and twenty per cent (20%) or its designees at the Closing to purchase shares of Common Stock equal to 3% of the aggregate number of Shares sold in the Placement, plus any Shares underlying any convertible Securities sold in the Placement Agent’s Fee shall be paid directly to such purchasers. The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the shelf registration statement referred to in Section 2(A) below; provided, however, that the exercise price of the ▇▇▇▇▇▇ Warrants shall not in any case be less than the consolidated closing bid price of the Common Stock on the date on which the Purchasers execute the purchase agreement in respect of their Securities; and provided, further, that the initial exercise date of the ▇▇▇▇▇▇ Warrants shall be the date which is the six month anniversary of the Closing Date. The ▇▇▇▇▇▇ Warrants shall not have antidilution protections or be transferable for six months from the date of the Placement except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the ▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. (B) The Company also agrees to reimburse ▇▇▇▇▇▇’▇ reasonable actual expenses (with supporting invoices/receipts) up to a maximum of 0.81.0% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $25,00030,000 (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) the Closingclosing of the Placement.

COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company agrees as followsto pay to ▇▇▇▇▇▇: (A) The Company shall pay a fees set forth below with respect to the Placement: 1. A cash placement fee (the “Placement Agent’s Agent Fee”) payable immediately upon the closing of the Placement and equal to 6.55% of the aggregate purchase price gross proceeds raised in the Placement. The Placement Agent’s fee shall be paid for at the Shares and Warrants placed by each Purchaser who is introduced to closing of the Company by Offering from the gross proceeds of the Securities sold. ▇▇▇▇▇▇ and/or ▇▇▇▇▇ (“Eligible Securities”), except that (a) the Placement Agent’s Fee shall be reduced to 3% of the aggregate purchase price paid for the Shares and Warrants that are purchased by those persons listed on Annex A hereto, and (b) no fee shall be payable with respect to any purchase of Shares and Warrants by Panacea Biotec Ltd (or any affiliates thereof), ▇▇▇▇▇▇▇▇▇ ▇& ▇▇▇▇▇▇▇, or current members of the Company’s board of directors (the “Board of Directors”) or any organizations or funds with which they are affiliated; provided, however, that the exceptions in clauses (a) and (b) above shall only apply to an aggregate of the first $5 million of Shares and Warrants purchased by the persons identified in clauses (a) and (b), counting first Shares and Warrants covered by clause (b) and then Shares LLC ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ · Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ Fax: ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇.▇▇▇▇.▇▇▇ · Member: FINRA, SIPC and Warrants covered by clause (a)SIPC 2. The Placement Agent’s Fee shall be paid at and only upon the closing Such number of the Placement warrants (the “Closing▇▇▇▇▇▇ Warrants”) from the gross proceeds of the Shares and Warrants sold and paid for by the Purchasers. Eighty per cent (80%) of the Placement Agent’s Fee shall be paid directly to ▇▇▇▇▇▇ and twenty per cent (20%) or its designees at the Closing to purchase shares of Common Stock equal to 3% of the Placement Agent’s Fee shall be paid directly to aggregate number of Shares sold in the Placement. The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the shelf registration statement referred to in Section 2(A) below. (B) The Subject to compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(f)(2)(D), the Company also agrees to reimburse ▇▇▇▇▇▇’▇ reasonable actual out-of-pocket accountable expenses actually incurred by ▇▇▇▇▇▇ or persons associated with ▇▇▇▇▇▇ (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $25,000. Such reimbursement shall be payable immediately upon (but only in the event of) the Closingclosing of the Placement. (C) For a period of 12 months immediately following the termination of this Agreement, ▇▇▇▇▇▇ shall be entitled to a Placement Agent’s Fee and ▇▇▇▇▇▇ Warrants, calculated in the manner provided in Paragraph A, with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by Purchasers during such 12-month period.

COMPENSATION AND OTHER FEES. As compensation for the services provided by the Placement Agent hereunder, the Company agrees to pay to the Placement Agent on the Closing Date: (A) A cash fee equal to 5% of the aggregate gross proceeds raised in the Placement. (B) Such number of warrants (the “▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company agrees as follows: (A) The Company shall pay a cash placement fee (the “Placement Agent’s FeeWarrants”) equal to 6.5% of the aggregate purchase price paid for the Shares and Warrants placed by each Purchaser who is introduced to the Company by ▇▇▇▇▇▇ and/or ▇▇▇▇▇ (“Eligible Securities”), except that (a) or its designees at the Placement Agent’s Fee shall be reduced Closing to 3purchase shares of Common Stock equal to 2% of the aggregate number of shares of Common Stock underlying any convertible Securities, excluding any warrants to purchase price paid for Common Stock, sold in the Shares and Warrants that are purchased by those persons listed on Annex A hereto, and (b) no fee shall be payable with respect to any purchase of Shares and Warrants by Panacea Biotec Ltd (or any affiliates thereof), ▇▇▇Placement. The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or current members of Warrants shall have the Company’s board of directors same terms as the warrants (if any) issued to the “Board of Directors”) or any organizations or funds with which they are affiliated; provided, however, Purchasers in the Placement except that the exceptions in clauses (a) and (b) above exercise price shall only apply to an aggregate of the first $5 million of Shares and Warrants purchased by the persons identified in clauses (a) and (b), counting first Shares and Warrants covered by clause (b) and then Shares be ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ · • Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ Fax: ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇.▇▇▇▇.▇▇▇ · • Member: FINRA, SIPC and Warrants covered by clause (a)Cell Therapeutics, Inc. 125% of the closing stock price per share of the Common Stock on The NASDAQ Capital Market as of the date hereof. The Placement Agent’s Fee shall be paid at and only upon the closing of the Placement (the “Closing”) from the gross proceeds of the Shares and Warrants sold and paid for by the Purchasers. Eighty per cent (80%) of the Placement Agent’s Fee shall be paid directly to ▇▇▇▇▇▇ and twenty per cent Warrants shall not have anti-dilution protections or be transferable for six (20%6) months from the Closing Date, except such transfers permitted by Rule 5110 of the Placement Agent’s Fee shall be paid directly to Financial Industry Regulatory Authority, Inc. (“FINRA”), and further, the number of shares underlying the ▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. (BC) The Company also agrees to reimburse ▇▇▇▇▇▇’▇ Reimbursement for the Placement Agent’s reasonable actual out-of-pocket expenses (with supporting invoices/receipts) up incurred in connection with the Placement Agent’s engagement hereunder equal to a maximum the lesser of 0.8(i) $25,000 or (ii) 1.6% of the aggregate gross proceeds raised in the Placementproceeds; provided, but however, that such expense cap in no event more than $25,000way limits or impairs the indemnification and contribution provision of this Agreement. Such reimbursement shall be payable immediately upon (upon, but only in the event of) , the Closingclosing of the Placement.

COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company agrees as followsto pay to R▇▇▇▇▇: (A) The Company shall pay a fees set forth below with respect to the Placement: 1. A cash placement fee payable immediately upon the closing of the Placement (the “Placement Agent’s FeeClosing”) and equal to 6.5(i) 5.5% of the aggregate purchase price paid for gross proceeds raised in the Shares and Warrants placed by each Purchaser who is introduced to the Company by ▇Placement from any Purchasers whom R▇▇▇▇▇ and/or had introduced, directly or indirectly, to the Company during the Term hereof, which shall not include any Person listed on Exhibit A hereto (or any of such Persons’ respective Affiliates) (collectively, “Existing Investors”), plus (ii) 5.0% of the aggregate gross proceeds raised in the Placement from any Existing Investors. 2. Such number of warrants (the “R▇▇▇▇▇ (“Eligible SecuritiesWarrants”), except that (a) the Placement Agent’s Fee shall be reduced to 3% of the aggregate purchase price paid for the Shares and Warrants that are purchased by those persons listed on Annex A hereto, and (b) no fee shall be payable with respect to any purchase of Shares and Warrants by Panacea Biotec Ltd (or any affiliates thereof), ▇▇▇▇R▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock equal to 3.0% of the aggregate number of Shares sold in the Placement to each Purchaser to whom R▇▇▇▇▇ had introduced, directly or indirectly, the Company during the Term hereof, which shall not include any Existing Investors. The R▇▇▇▇▇ Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the shelf registration statement referred to in Section 2(A) below. The R▇▇▇▇▇ Warrants shall not have antidilution protections or, except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110, be transferable for six months from the date of the Placement, and further, the number of Shares underlying the R▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. R▇▇▇▇▇ & R▇▇▇▇▇▇, or current members of the Company’s board of directors (the “Board of Directors”) or any organizations or funds with which they are affiliated; provided, however, that the exceptions in clauses (a) and (b) above shall only apply to an aggregate of the first $5 million of Shares and Warrants purchased by the persons identified in clauses (a) and (b), counting first Shares and Warrants covered by clause (b) and then Shares ▇LLC  1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ · Tel: ▇2▇▇ ▇▇▇ ▇▇▇▇  Fax: ▇2▇▇ ▇▇▇ ▇▇▇▇ ▇ w▇▇.▇▇▇▇.▇▇▇ ·  Member: FINRA, SIPC and Warrants covered by clause (a). The Placement Agent’s Fee shall be paid at and only upon the closing of the Placement (the “Closing”) from the gross proceeds of the Shares and Warrants sold and paid for by the Purchasers. Eighty per cent (80%) of the Placement Agent’s Fee shall be paid directly to ▇▇▇▇▇▇ and twenty per cent (20%) of the Placement Agent’s Fee shall be paid directly to ▇▇▇▇▇.SIPC (B) The Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse ▇R▇▇▇▇▇’▇ reasonable actual out-of-pocket accountable expenses (with supporting invoices/receipts) actually incurred by R▇▇▇▇▇ up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $25,00075,000. Such reimbursement shall be payable immediately upon (but only in the event of) the Closing.

COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company agrees as followsto pay to ▇▇▇▇▇▇: (A) The Company shall pay a fees set forth below with respect to the Placement: 1. A cash placement fee (payable immediately upon the “closing of the Placement Agent’s Fee”) and equal to 6.55.0% of the aggregate purchase price paid for gross proceeds raised in the Shares and Warrants placed by each Purchaser who is introduced to Placement. 2. Such number of warrants (the Company by “▇▇▇▇▇▇ and/or ▇▇▇▇▇ (“Eligible Securities”), except that (a) the Placement Agent’s Fee shall be reduced to 3% of the aggregate purchase price paid for the Shares and Warrants that are purchased by those persons listed on Annex A hereto, and (b) no fee shall be payable with respect to any purchase of Shares and Warrants by Panacea Biotec Ltd (or any affiliates thereof), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or current members of the Company’s board of directors (the “Board of DirectorsWarrants”) or any organizations or funds with which they are affiliated; provided, however, that the exceptions in clauses (a) and (b) above shall only apply to an aggregate of the first $5 million of Shares and Warrants purchased by the persons identified in clauses (a) and (b), counting first Shares and Warrants covered by clause (b) and then Shares ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ · Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ Fax: ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇.▇▇▇▇.▇▇▇ · Member: FINRA, SIPC and Warrants covered by clause (a). The Placement Agent’s Fee shall be paid at and only upon the closing of the Placement (the “Closing”) from the gross proceeds of the Shares and Warrants sold and paid for by the Purchasers. Eighty per cent (80%) of the Placement Agent’s Fee shall be paid directly to ▇▇▇▇▇▇ and twenty per cent (20%) or its designees at the Closing to purchase shares of Common Stock equal to 2% of the Placement Agent’s Fee shall be paid directly to aggregate number of Shares sold in the Placement, plus any Shares underlying any convertible Securities or units sold in the Placement. The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the first shelf registration statement referred to in Section 2(A) below. The ▇▇▇▇▇▇ Warrants shall not have antidilution protections or be transferable for six months from the date of the Offering except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the ▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. (B) The Subject to compliance with FINRA Rule 5110 (f)(2)(D), the Company also agrees to reimburse ▇▇▇▇▇▇’▇ reasonable actual out-of-pocket accountable expenses actually incurred by ▇▇▇▇▇▇ or persons associated with ▇▇▇▇▇▇ (with supporting invoices/receipts) up to a maximum of 0.81.0% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $25,00025,000 (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) the Closingclosing of the Placement.

COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company agrees as followsto pay to ▇▇▇▇▇▇: (A) The Company shall pay a fees set forth below with respect to the Placement: 1. A cash placement fee payable immediately upon (but only in the “event of) the closing of the Placement Agent’s Fee”) and equal to 6.56% of the aggregate purchase price paid for gross proceeds raised in the Shares and Warrants placed by each Purchaser who is introduced to Placement from the Company by sale of Securities sold on the closing thereof 2. Such number of warrants (the “▇▇▇▇▇▇ and/or ▇▇▇▇▇ (“Eligible SecuritiesWarrants”), except that (a) the Placement Agent’s Fee shall be reduced to 3% of the aggregate purchase price paid for the Shares and Warrants that are purchased by those persons listed on Annex A hereto, and (b) no fee shall be payable with respect to any purchase of Shares and Warrants by Panacea Biotec Ltd (or any affiliates thereof), ▇▇▇▇▇▇▇▇▇ or its designees at the Closing to purchase Ordinary Shares equal to 2.5% of the aggregate number of Shares sold in the Placement, plus any Shares underlying any convertible Securities or units sold in the Placement. The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the shelf registration statement referred to in Section 2(A) below. The ▇▇▇▇▇▇ Warrants shall not be transferable for six months from the date of the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Shares underlying the ▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, or current members of the Company’s board of directors (the “Board of Directors”) or any organizations or funds with which they are affiliated; provided, however, that the exceptions in clauses (a) and (b) above shall only apply to an aggregate of the first $5 million of Shares and Warrants purchased by the persons identified in clauses (a) and (b), counting first Shares and Warrants covered by clause (b) and then Shares LLC  ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ · Tel: ▇▇▇ ▇▇▇ ▇▇▇▇  Fax: ▇▇▇ ▇▇▇ ▇▇▇▇  ▇▇▇.▇▇▇▇.▇▇▇ ·  Member: FINRA, SIPC and Warrants covered by clause (a). The Placement Agent’s Fee shall be paid at and only upon the closing of the Placement (the “Closing”) from the gross proceeds of the Shares and Warrants sold and paid for by the Purchasers. Eighty per cent (80%) of the Placement Agent’s Fee shall be paid directly to ▇▇▇▇▇▇ and twenty per cent (20%) of the Placement Agent’s Fee shall be paid directly to ▇▇▇▇▇.SIPC (B) The Company also agrees to reimburse ▇▇▇▇▇▇’▇ reasonable actual expenses (with supporting invoices/receipts) up to a maximum of 0.81% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $25,000. Such reimbursement shall be payable immediately upon (but only in the event of) the Closingclosing of the Placement.

COMPENSATION AND OTHER FEES. As compensation for the services provided by the Placement Agent hereunder, the Company agrees to pay to the Placement Agent: (A) a cash fee payable immediately upon the closing equal to 5% of the aggregate gross proceeds raised in the Placement. (B) Such number of warrants (the “▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company agrees as follows: (A) The Company shall pay a cash placement fee (the “Placement Agent’s FeeWarrants”) equal to 6.5% of the aggregate purchase price paid for the Shares and Warrants placed by each Purchaser who is introduced to the Company by ▇▇▇▇▇▇ and/or ▇▇▇▇▇ or its designees at the Closing to purchase shares of the Company’s common stock (the “Eligible SecuritiesCommon Stock”), except that (a) the Placement Agent’s Fee shall be reduced equal to 32% of the aggregate number of shares of Common Stock, plus any shares of Common Stock underlying any convertible Securities or units, excluding any warrants to purchase price paid for Common Stock, sold in the Shares and Warrants that are purchased by those persons listed on Annex A hereto, and (b) no fee shall be payable with respect to any purchase of Shares and Warrants by Panacea Biotec Ltd (or any affiliates thereof), ▇▇▇Placement. The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or current members of Warrants shall have the Company’s board of directors same terms as the warrants (if any) issued to the “Board of Directors”) or any organizations or funds with which they are affiliated; provided, however, Purchasers in the Placement except that the exceptions in clauses (a) and (b) above exercise price shall only apply to an aggregate be 125% of the first $5 million of Shares and Warrants purchased by the persons identified in clauses (a) and (b), counting first Shares and Warrants covered by clause (b) and then Shares ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ · ¨ Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ Fax: ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇.▇▇▇▇.▇▇▇ · ¨ Member: FINRA, SIPC and Warrants covered by clause (a)Cell Therapeutics, Inc. the public offering price per share. The Placement Agent’s Fee shall be paid at and only upon the closing of the Placement (the “Closing”) from the gross proceeds of the Shares and Warrants sold and paid for by the Purchasers. Eighty per cent (80%) of the Placement Agent’s Fee shall be paid directly to ▇▇▇▇▇▇ and twenty per cent (20%) Warrants shall not have antidilution protections or be exercisable or transferable for six months from the date of the Placement Agent’s Fee shall be paid directly to Offering except such transfers as are permitted by NASD Rule 2710, and further, the number of shares underlying the ▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with Financial Industry Regulatory Authority (“FINRA”) rules or regulations. (BC) The Company also agrees to reimburse ▇▇▇▇▇▇’▇ the Placement Agent’s reasonable actual out-of-pocket expenses (with supporting invoices/receipts) ), up to a maximum the lesser of 0.8(i) $25,000 or (ii) 2.6% of the aggregate gross proceeds raised in the Placement, but in no event more than $25,000proceeds. Such reimbursement shall be payable immediately upon (but only in the event of) the Closingclosing of the Placement.

COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇the Placement Agent hereunder, the Company agrees as followsto pay to the Placement Agent: (A) The Company shall pay a A cash placement fee (payable immediately upon the “Placement Agent’s Fee”) closing equal to 6.55% of the aggregate purchase price paid for gross proceeds raised in the Shares and Warrants placed by each Purchaser who is introduced to the Company by ▇▇▇▇▇▇ and/or ▇▇▇▇▇ (“Eligible Securities”), except that (a) the Placement Agent’s Fee shall be reduced to 3% of the aggregate purchase price paid for the Shares and Warrants that are purchased by those persons listed on Annex A hereto, and (b) no fee shall be payable with respect to any purchase of Shares and Warrants by Panacea Biotec Ltd (or any affiliates thereof), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or current members of the Company’s board of directors (the “Board of Directors”) or any organizations or funds with which they are affiliated; provided, however, that the exceptions in clauses (a) and (b) above shall only apply to an aggregate of the first $5 million of Shares and Warrants purchased by the persons identified in clauses (a) and (b), counting first Shares and Warrants covered by clause (b) and then Shares Placement. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ · — Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ Fax: ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇.▇▇▇▇.▇▇▇ · — Member: FINRA, SIPC and Warrants covered by clause Cell Therapeutics, Inc. (a). The Placement Agent’s Fee shall be paid at and only upon the closing B) Such number of the Placement warrants (the “Closing▇▇▇▇▇▇ Warrants”) from the gross proceeds of the Shares and Warrants sold and paid for by the Purchasers. Eighty per cent (80%) of the Placement Agent’s Fee shall be paid directly to ▇▇▇▇▇▇ and twenty per cent (20%) or its designees at the Closing to purchase shares of Common Stock equal to 2% of the Placement Agent’s Fee shall be paid directly to aggregate number of shares of Common Stock underlying the Preferred Stock sold in the Placement. The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the date of issuance; provided, however, that the exercisability of the ▇▇▇▇▇▇ Warrants shall be subject to, and conditioned upon, receipt of the approval of the shareholders of the Company of an amendment to the Company’s amended and restated articles of incorporation (the “Articles of Incorporation”) to increase the authorized number of shares of Common Stock available for issuance thereunder by 400,000,000 shares (the “Shareholder Approval”). (BC) The Company also agrees to reimburse the Placement Agent’s reasonable out-of-pocket expenses (with supporting invoices/receipts) incurred in connection with ▇▇▇▇▇▇’▇ reasonable actual expenses engagement hereunder equal to the lesser of (with supporting invoices/receiptsi) up to a maximum of 0.8$25,000 or (ii) 1.6% of the aggregate gross proceeds raised in the Placement( provided, but however, that such expense cap in no event more than $25,000way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) the Closingclosing of the Placement.

COMPENSATION AND OTHER FEES. As compensation for the services provided by the Placement Agent hereunder, the Company agrees to pay to the Placement Agent: (A) a cash fee payable immediately upon the closing equal to 5% of the aggregate gross proceeds raised in the Placement. (B) Such number of warrants (the “▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company agrees as follows: (A) The Company shall pay a cash placement fee (the “Placement Agent’s FeeWarrants”) equal to 6.5% of the aggregate purchase price paid for the Shares and Warrants placed by each Purchaser who is introduced to the Company by ▇▇▇▇▇▇ and/or ▇▇▇▇▇ or its designees at the Closing to purchase shares of the Company’s common stock, no par value (the “Eligible SecuritiesCommon Stock”), except that (a) the Placement Agent’s Fee shall be reduced equal to 31% of the aggregate number of shares of Common Stock, plus any shares of Common Stock underlying any convertible Securities or units, excluding any warrants to purchase price paid for Common Stock, sold in the Shares and Warrants that are purchased by those persons listed on Annex A hereto, and (b) no fee shall be payable with respect to any purchase of Shares and Warrants by Panacea Biotec Ltd (or any affiliates thereof), ▇▇▇Placement. The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or current members Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the Company’s board of directors (the “Board of Directors”) or any organizations or funds with which they are affiliated; provided, however, that the exceptions in clauses (a) and (b) above shall only apply to an aggregate of the first $5 million of Shares and Warrants purchased by the persons identified in clauses (a) and (b), counting first Shares and Warrants covered by clause (b) and then Shares public offering price per share. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ · ¨ Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ Fax: ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇.▇▇▇▇.▇▇▇ · ¨ Member: FINRA, SIPC and Warrants covered by clause (a). The Placement Agent’s Fee shall be paid at and only upon the closing of the Placement (the “Closing”) from the gross proceeds of the Shares and Warrants sold and paid for by the Purchasers. Eighty per cent (80%) of the Placement Agent’s Fee shall be paid directly to ▇▇▇▇▇▇ and twenty per cent (20%) of the Placement Agent’s Fee shall be paid directly to ▇▇▇▇▇.Cell Therapeutics, Inc. (BC) The Company also agrees to reimburse the Placement Agent’s reasonable out-of-pocket expenses (with supporting invoices/receipts) incurred in connection with ▇▇▇▇▇▇’▇ reasonable actual expenses engagement, equal to the lesser of (with supporting invoices/receiptsi) up to a maximum of 0.8$25,000 or (ii) 1.6% of the aggregate gross proceeds raised in the Placement, but in no event more than $25,000proceeds. Such reimbursement shall be payable immediately upon (but only in the event of) the Closingclosing of the Placement.

COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇▇ hereunder, the Company agrees to pay to ▇▇▇▇▇▇▇▇▇, the Company agrees as follows: (A) The Company shall pay a fees set forth below with respect to the Placement: 1. A cash placement fee payable immediately upon the closing of the Placement and equal to 6% of the aggregate gross proceeds raised in the Placement, excluding any proceeds from the exercise of any warrants sold in the Placement (the “Placement Agent’s Agent Fee”) ). The parties hereby acknowledge and agree that the Company may choose to pay an aggregate cash fee equal to 6.5up to 30% of the aggregate purchase price paid for Placement Agent Fee directly to additional broker-dealer(s) who are members of the Shares and Warrants placed by each Purchaser who is introduced to Financial Industry Regulatory Authority (“FINRA”) 2. Such number of warrants (the Company by “▇▇▇▇▇▇ and/or ▇▇▇▇▇ (“Eligible SecuritiesWarrants”), except that (a) the Placement Agent’s Fee shall be reduced to 3% of the aggregate purchase price paid for the Shares and Warrants that are purchased by those persons listed on Annex A hereto, and (b) no fee shall be payable with respect to any purchase of Shares and Warrants by Panacea Biotec Ltd (or any affiliates thereof), ▇▇▇▇▇▇▇▇▇ or its designees at the Closing to purchase shares of Common Stock equal to 5% of the aggregate number of Shares sold in the Placement. The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering ▇▇▇▇▇▇ &Renshaw, or current members of the Company’s board of directors (the “Board of Directors”) or any organizations or funds with which they are affiliated; provided, however, that the exceptions in clauses (a) and (b) above shall only apply to an aggregate of the first $5 million of Shares and Warrants purchased by the persons identified in clauses (a) and (b), counting first Shares and Warrants covered by clause (b) and then Shares LLC · ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ · Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ Fax: ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇.▇▇▇▇.▇▇▇ · Member: FINRA, SIPC price per share and Warrants covered by clause (a)the expiration date shall be five years from the effective date of the registration statement referred to in Section 2(A) below. The Placement Agent’s Fee shall be paid at and only upon the closing of the Placement (the “Closing”) from the gross proceeds of the Shares and Warrants sold and paid for by the Purchasers. Eighty per cent (80%) of the Placement Agent’s Fee shall be paid directly to ▇▇▇▇▇▇ and twenty per cent (20%) Warrants shall not have antidilution protections or be transferable for six months from the date of the Placement Agent’s Fee shall be paid directly to Placement, except as permitted by the Financial Industry Regulatory Authority (“FINRA”) Rule 5110, and further, the number of Shares underlying the ▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations.The parties hereby acknowledge and agree that the Company may choose to issue warrants, directly to additional broker-dealer(s) who are a members of FINRA, to purchase such aggregate number of shares of Common Stock equal to up to 30% of the ▇▇▇▇▇▇ Warrants. (B) The Company also agrees to reimburse pay to ▇▇▇▇▇▇’▇ reasonable actual expenses (with supporting invoices/receipts) up a non-accountable expense allowance equal to a maximum of 0.81% of the aggregate gross proceeds raised in the PlacementPlacement (provided, but however, that such expense cap in no event more than $25,000. Such reimbursement way limits or impairs the indemnification and contribution provisions of this Agreement).Such non-accountable expense allowance shall be payable immediately upon (but only in the event of) the Closingclosing of the Placement. The Company shall advance ▇▇▇▇▇▇ the sum of $25,000 as an advance against ▇▇▇▇▇▇’▇ actual outside legal expenses upon execution hereof.

COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company agrees as followsto pay to ▇▇▇▇▇▇: (A) The Company shall pay a fees set forth below with respect to the Placement: 1. A cash placement fee (payable immediately upon the “closing of the Placement Agent’s Fee”) and equal to 6.56.0% of the aggregate purchase price paid for gross proceeds raised in the Shares and Warrants placed by each Purchaser who is introduced to Placement. 2. Such number of warrants (the Company by “▇▇▇▇▇▇ and/or ▇▇▇▇▇ (“Eligible Securities”), except that (a) the Placement Agent’s Fee shall be reduced to 3% of the aggregate purchase price paid for the Shares and Warrants that are purchased by those persons listed on Annex A hereto, and (b) no fee shall be payable with respect to any purchase of Shares and Warrants by Panacea Biotec Ltd (or any affiliates thereof), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or current members of the Company’s board of directors (the “Board of DirectorsWarrants”) or any organizations or funds with which they are affiliated; provided, however, that the exceptions in clauses (a) and (b) above shall only apply to an aggregate of the first $5 million of Shares and Warrants purchased by the persons identified in clauses (a) and (b), counting first Shares and Warrants covered by clause (b) and then Shares ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ · Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ Fax: ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇.▇▇▇▇.▇▇▇ · Member: FINRA, SIPC and Warrants covered by clause (a). The Placement Agent’s Fee shall be paid at and only upon the closing of the Placement (the “Closing”) from the gross proceeds of the Shares and Warrants sold and paid for by the Purchasers. Eighty per cent (80%) of the Placement Agent’s Fee shall be paid directly to ▇▇▇▇▇▇ and twenty per cent (20%) or its designees at the Closing to purchase shares of Common Stock equal to 3% of the Placement Agent’s Fee shall be paid directly to aggregate number of Shares sold in the Placement, plus any Shares underlying any convertible Securities or units sold in the Placement. The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the shelf registration statement referred to in Section 2(A) below. The ▇▇▇▇▇▇ Warrants shall not have antidilution protections or be transferable for six months from the date of the Offering except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the ▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. (B) The Subject to compliance with FINRA Rule 5110 (f)(2)(D), the Company also agrees to reimburse ▇▇▇▇▇▇’▇ reasonable actual out-of-pocket accountable expenses actually incurred by ▇▇▇▇▇▇ or persons associated with ▇▇▇▇▇▇ (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $25,00030,000 (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) the Closingclosing of the Placement.

COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company agrees as followsto pay to ▇▇▇▇▇▇: (A) The Company shall pay a fees set forth below with respect to the Placement: 1. A cash placement fee (payable immediately upon the “closing of the Placement Agent’s Fee”) and equal to 6.55.0% of the aggregate purchase price paid for gross proceeds raised in the Shares Placement if the aggregate gross proceeds are less than $20.0 million and Warrants placed by each Purchaser who is introduced equal to 5.5% if the Company by aggregate gross proceeds raised in the Placement are $20.0 million or more. 2. Such number of warrants (the “▇▇▇▇▇▇ and/or ▇▇▇▇▇ (“Eligible Securities”), except that (a) the Placement Agent’s Fee shall be reduced to 3% of the aggregate purchase price paid for the Shares and Warrants that are purchased by those persons listed on Annex A hereto, and (b) no fee shall be payable with respect to any purchase of Shares and Warrants by Panacea Biotec Ltd (or any affiliates thereof), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or current members of the Company’s board of directors (the “Board of DirectorsWarrants”) or any organizations or funds with which they are affiliated; provided, however, that the exceptions in clauses (a) and (b) above shall only apply to an aggregate of the first $5 million of Shares and Warrants purchased by the persons identified in clauses (a) and (b), counting first Shares and Warrants covered by clause (b) and then Shares ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ · Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ Fax: ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇.▇▇▇▇.▇▇▇ · Member: FINRA, SIPC and Warrants covered by clause (a). The Placement Agent’s Fee shall be paid at and only upon the closing of the Placement (the “Closing”) from the gross proceeds of the Shares and Warrants sold and paid for by the Purchasers. Eighty per cent (80%) of the Placement Agent’s Fee shall be paid directly to ▇▇▇▇▇▇ and twenty per cent (20%) or its designees at the Closing to purchase shares of Common Stock equal to 3% of the Placement Agent’s Fee shall be paid directly to aggregate number of Shares sold in the Placement, plus any Shares underlying any convertible Securities or units sold in the Placement. The ▇▇▇▇▇▇ Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective date of the shelf registration statement referred to in Section 2(A) below. The ▇▇▇▇▇▇ Warrants shall not have antidilution protections or be transferable for six months from the date of the Offering except as permitted by FINRA Rule 5110, and further, the number of Shares underlying the ▇▇▇▇▇▇ Warrants shall be reduced if necessary to comply with FINRA rules or regulations. (B) The Subject to compliance with FINRA Rule 5110 (f)(2)(D), the Company also agrees to reimburse ▇▇▇▇▇▇’▇ reasonable actual out-of-pocket accountable expenses actually incurred by ▇▇▇▇▇▇ or persons associated with ▇▇▇▇▇▇ (with supporting invoices/receipts) up to a maximum of 0.8% of the aggregate gross proceeds raised in the Placementplacement, but in no event more than $25,00030,000 (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) the Closingclosing of the Placement.