Subsequent Event

Astero Acquisition

March 13, 2019,

the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”), by and among the Company, Astero Bio Corporation, a Delaware corporation (“Astero”), the stockholders of Astero set forth in Annex I of the Purchase Agreement (collectively, the “Sellers”, and together with the Company, the “Seller Parties”), and Timothy C. Bush, in the capacity of the representative of the Sellers (the “Seller Representative”) in accordance with the Purchase Agreement, pursuant to which the Company will purchase from the Sellers

one hundred

percent (

100%

) of the issued and outstanding capital shares or other equity interests of Astero (the “Acquisition”).

In connection with the Acquisition, the Company will pay to the Sellers (i) a base payment in the amount of

$12,500,000,

consisting of (

) an initial cash payment of

$8,000,000

(the “Initial Cash Payment”) payable at the closing of the transactions contemplated by the Purchase Agreement (the “Closing”), subject to adjustment for working capital, net debt and transaction expenses, and (y) a deferred cash payment of

$4,500,000

payable upon the earlier of Astero meeting certain product development milestones or

one

year after the date of the Closing (the “Product Milestone Payment”), and (ii) earnout payments in calendar years

2019,

2020

and

2021

of up to an aggregate of

$3,500,000,

which shall be payable to Sellers upon Astero achieving certain specified revenue targets in each year and a separate earnout payment of

$5,000,000

for calendar year

2021

which shall be payable to Sellers upon Astero achieving a cumulative revenue target over the

three

-year period from

2019

2021

(such amounts, collectively, the “Purchase Price”).

The obligations of the parties to consummate the Acquisition is subject to the following closing conditions: (i) the satisfaction of the representations and warranties in the Purchase Agreement, by each party, (ii) performance in all material respects each parties respective obligations in all materials respects of the Purchase Agreement by each party, (iii) delivery of the closing deliverables by each party and (iv) for only Astero and the Sellers, proof that

Material Adverse Effect (as defined in the Purchase Agreement) has occurred between the signing of the Purchase Agreement and the Closing.

Pursuant to the terms of the Purchase Agreement, at or prior to the Closing, the Company, the Seller Representative, and Continental Stock Transfer & Trust Company (the “Escrow Agent”), shall enter into an escrow agreement (the “Escrow Agreement”). At the Closing, the Company shall pay to the Escrow Agent by wire transfer in immediately available funds (i)

$1,000,000

(the “Indemnity Escrow Amount”), consisting of (

)

$250,000

otherwise payable to the Sellers from the Initial Cash Payment at the Closing and (y)

$750,000

otherwise payable to the Sellers from the Product Milestone Payment, to be set aside by the Escrow Agent for a period of

months in a separate escrow account (the “Indemnity Escrow Account”) and (ii)

$3,750,000

(the “Product Milestone Escrow Amount”, and together with the Indemnity Escrow Amount, the “Escrow Amount”), to be set aside by the Escrow Agent in a separate escrow account, which shall be held until the earlier of (i) the date that the Product Milestone has been met and (ii) the

one

-year anniversary of the Closing hereto (the “Product Milestone Escrow Account” and together with the Indemnity Escrow Account, the “Escrow Accounts”), and, in each case, held, invested and disbursed by the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement.