Services. During the term of this Agreement, Dawson shall provide advice to, and consult with, the Company concerning business and financial planning, corporate organization and structure, and private and public equity and debt financing, as well as potential up-listing, and such other matters as the parties may mutually agree to with respect to the Company’s financial interests. Such advice and consultation is hereinafter referred to as “Financial Services”. The Financial Services shall be provided to the Company in such form, manner and place as the parties mutually agree. Dawson shall not by this Agreement be prevented or barred from rendering services of the same or similar nature, as herein described, or services of any nature whatsoever for, or on behalf of, persons, firms, or corporations other than the Company.

Services. The Executive shall exert the Executive’s best efforts and devote substantially all of the Executive’s time and attention to the affairs of the Companies. The Executive shall perform the duties which are generally assigned to executives in similar positions in corporations of similar size as the Companies. The Executive shall report directly to the Chief Executive Officer.

Services. Tenant shall be responsible for the cost of supplying electricity to the Equipment, including electricity usage, installation, maintenance and repair of any Connections and of any separate meter required by Landlord. Electric usage shall be determined, at Landlord’s option, either # by meter installed by Landlord at Tenant’s sole cost and expense, or # by Landlord’s reasonable estimate based upon the quantity of use by Tenant, the manufacturer’s specifications for electrical usage of the Equipment and any other relevant factors. Tenant shall pay Landlord monthly, within thirty (30) days after being billed therefor, for all electricity used by Tenant or any Tenant Parties in connection with the operation of the Equipment.

Services. The Company wishes to retain your services as a member of the Company’s Scientific Advisory Board (“SAB”) and Clinical Advisory Board (“CAB”), pursuant to which you will be expected to attend any meetings of the SAB and CAB, and fulfill the additional responsibilities of an SAB and CAB member as described on Exhibit A and Exhibit A-1, respectively attached hereto. This Agreement (including the exhibits hereto) shall constitute an agreement between you and the Company and contain all the terms and conditions relating to the services you are to provide.

Services. In connection with its engagement pursuant to this Agreement, GSS agrees to perform the following services (the "Services") for the Company: A. Advisory Services. As requested from time to time by the Company, GSS shall provide financial advisory services to the Company pertaining to the Company's business affairs. Without limiting the foregoing, GSS will assist the Company in developing, studying and evaluating its financing plan, developing, studying and evaluating the Company's business plan and capitalization structure, reviewing strategic and financial alternatives, reviewing merger and acquisition proposals and assisting in negotiations and discussions pertaining thereto. Additionally, GSS will assist the Company in preparing an offering document or presentation materials describing the Company, its operations, its historical performance and future prospects. B. GSS agrees to use its best efforts to make itself available to the Company's officers, at such mutually agreed upon place and time during normal business hours for reasonable periods of time for the purpose of advising and assisting the Company in preparing reports, summaries, corporate and/or transaction profiles, due diligence packages and/or other material and documentation as shall be necessary, in the opinion of GSS. Such availability will be subject to reasonable advance notice and mutually convenient scheduling. In addition, GSS shall make its Investment Banking personnel available for telephone conferences with the Company's principal financial sales and/or operating officers during normal business hours upon reasonable advance notice and mutually agreed upon dates and times to assist with, and evaluate proposals. C. GSS will use its best efforts to coordinate the introduction of the Company to one or more individuals, firms or other entities (the "Candidates") that may have an interest in pursuing some form of Business Combination with the Company and in analyzing, structuring, negotiating and effecting such a Business Combination. As used in this letter, the term "Business Combination" means # any merger, consolidation, reorganization or other business combination pursuant to which any portion of the business of the Company is combined with that of another entity, including without limitation any joint venture, licensing agreement, or product sale or marketing distribution agreement or # the acquisition, directly or indirectly, of beneficial ownership of more than 50% of any class of capital stock of the Company or substantially all of the assets of the Company. Nothing contained herein shall be deemed or construed as an agreement by GSS to issue any "fairness opinion" with respect to a Business Combination. In the event that the Company desires GSS to issue a fairness opinion, the Parties shall negotiate the terms of a separate agreement with respect thereto

Services. The Administrator shall perform (or oversee, or arrange for, the performance of) the administrative services necessary for the operation of the Company. Without limiting the generality of the foregoing, the Administrator shall provide the Company with office facilities, equipment, clerical, bookkeeping and record keeping services at such facilities and such other services as the Administrator, subject to review by the Board, shall from time to time determine to be necessary or useful to perform its obligations under this Agreement. The Administrator shall also, on behalf of the Company, conduct relations with custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. The Administrator shall make reports to the Board of its performance of obligations hereunder and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Company as it shall determine to be desirable; provided that nothing herein shall be construed to require the Administrator to, and the Administrator shall not, in its capacity as Administrator pursuant to this Agreement, provide any advice or recommendation relating to the securities and other assets that the Company should purchase, retain or sell or any other investment advisory services to the Company. The Administrator shall be responsible for the financial and other records that the Company is required to maintain and shall prepare, print and disseminate reports to stockholders, and reports and other materials filed with the Securities and Exchange Commission (the “SEC”). The Administrator will provide on the Company’s behalf significant managerial assistance to those portfolio companies to which the Company is required to provide such assistance. In addition, the Administrator will assist the Company in determining and publishing (as necessary or appropriate) the Company’s net asset value, overseeing the preparation and filing of the Company’s tax returns, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others.

Services. Consultant shall perform such consulting, advisory and related services to and for the Company as may be reasonably requested from time to time by the Company, including, but not limited to, the services specified on Exhibit A to this Agreement (hereinafter referred to as the Consultant’s “Duties”). Consultant will report to the Chief Executive Officer of the Company. Consultant shall not delegate or subcontract Consultant’s Duties to third parties without the Company’s prior written consent. Consultant shall be available to the Company to perform a total of twenty one (21) days (eight (8) hours per day) of services per year, travel time included in such hours of service. The amount of hours worked for each monthly period during the term of this Agreement shall be determined by mutual agreement of the Consultant and the Company. Consultant and the Company acknowledge that Consultant started providing services to the Company on or about December 26, 2013 and those hours performed from that date through the date hereof shall count toward such hourly maximum. Consultant and the Company acknowledge that Consultant may be a member of the Board of Directors of the Company and its Parent in his capacity as an equity holder on the Parent and that such director seat is not and will not be considered a service to the Company or Parent, and will not be considered as such under this Agreement or otherwise.

Services. Commencing February 12, 2015, Consultant is engaged to provide such services to [[PTC:Organization]] as [[PTC:Organization]] may reasonably request from time to time to facilitate the orderly transition of Consultant’s prior duties and responsibilities as Executive Vice President, Chief Financial Officer of [[PTC:Organization]], including participating in meetings with [[PTC:Organization]]’s board of directors and/or personnel as reasonably requested by [[PTC:Organization]].

Services. Upon termination of this Agreement, Consultant shall be relieved of performing the services.

Services. During the Term, the Executive will serve as the Company’s Executive Vice President and Chief Financial Officer and will be responsible for such other duties, commensurate with his position and authority, as are reasonably determined, from time to time, by the Company’s Chief Executive Officer. The Executive shall devote his full business time and effort to the performance of his duties hereunder and will render his services at the Company’s offices in Birmingham, Alabama (“Work Location”), except that the Executive agrees to travel from time to time to the extent required for the performance of his duties.