AMENDMENT NO. 1 TO PLACEMENT AGENCY AGREEMENT

This Amendment No. 1 (this “Amendment”) to that certain Placement Agency Agreement (the “Agreement”), dated as of December 6, 2011, by and among TG Therapeutics, Inc., a Delaware corporation (“TG Therapeutics”), OPN Capital Markets (“OPN”) and OPN’s affiliated broker-dealer, National Securities Corporation, is entered into by and among the aforementioned parties and Manhattan Pharmaceuticals, Inc., a Delaware corporation having an address at 787 Seventh Avenue, 48th Floor, New York, NY 10019 (“Manhattan” and collectively with the aforementioned parties, the “Parties”), this 30th day of December 2011.  Manhattan agrees to be bound by the terms and conditions of the Agreement, as amended herein.  All capitalized terms not herein defined shall have the meaning ascribed to them in the Agreement and that certain Confidential Offering Memorandum, dated December 1, 2011, as amended or supplemented from time to time, including all attachments, schedules and exhibits thereto.

The Parties hereby agree to the following amendments:

1.

All references to the “Company” in the Agreement and this Amendment shall mean Manhattan, and in Sections 3(b), 6(d) and 9 of the Agreement, the term “Disclosure Materials” shall include without limitation the Company’s filings with the Securities and Exchange Commission.

2.

All investors in the Offering shall receive shares of Manhattan’s Common Stock rather than shares of Convertible Bridge Preferred Stock of TG Therapeutics, Inc., except that Opus Point Partners, LLC and the Licensors, and any of their affiliates, may receive shares of Manhattan’s Preferred Stock.  The term “Shares” in the Agreement shall hereby be amended to mean shares of Manhattan, the term “Warrants” shall mean warrants to purchase shares of Manhattan’s Common Stock at an exercise price of $0.04, and the term “Agents’ Warrants” shall mean warrants to purchase shares of Manhattan's Common Stock at an exercise price of $0.04.

Each of the Parties shall execute such further documents and instruments and take such further actions as may reasonably be requested by any other Party in order to effect the amendments contemplated herein.

Except as set forth herein, the Agreement shall remain in full force and effect.

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IN WITNESS WHEREOF, the Parties have duly executed this Amendment, which may be executed in one or more counterparts, all of which together constituting one and the same agreement, as of the date first set forth above.

 

 

TG THERAPEUTICS, INC.                                                                           

 

By:	/s/ Michael Weiss

 

MANHATTAN PHARMACEUTICALS, INC.

 

By:	/s/ Michael Weiss

 

 

NATIONAL SECURITIES CORPORATION

 

By:	/s/ Jonathan C. Rich

 

 

OPN CAPITAL MARKETS