SELLAS Life Sciences Group Inc. Watch

from 8-K 8 pages July 30, 2024 SELLAS Life Sciences Group, Inc. 7 Times Square, Suite 2503 New York, Ny 10036 Attention: Angelos M. Stergiou, M.D., Scd H.C., President and Chief Executive Officer Re: Placement Agency Agreement Dear Dr. Stergiou

from 8-K 8 pages March 15, 2024 SELLAS Life Sciences Group, Inc. 7 Times Square, Suite 2503 New York, Ny 10036 Attention: Angelos M. Stergiou, M.D., Scd H.C., President and Chief Executive Officer Re: Placement Agency Agreement Dear Dr. Stergiou

from 8-K 8 pages January 4, 2024 SELLAS Life Sciences Group, Inc. 7 Times Square, Suite 2503 New York, Ny 10036 Attention: Angelos M. Stergiou, M.D., Scd H.C., President and Chief Executive Officer Re: Placement Agency Agreement Dear Dr. Stergiou

from 8-K 8 pages A.G.P./ALLIANCE Global Partners 590 Madison Avenue, 28th Floor New York, Ny 10022 and Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 October 30, 2023 SELLAS Life Sciences Group, Inc. 7 Times Square, Suite 2503 New York, Ny 10036 Attention: Angelos M. Stergiou, M.D., Scd H.C., President and Chief Executive Officer Re: Placement Agency Agreement Dear Dr. Stergiou

from 8-K 53 pages SELLAS Life Sciences Group, Inc. 7,220,217 Shares of Common Stock (Par Value $0.0001 Per Share) Warrants to Purchase 7,220,217 Shares of Common Stock Underwriting Agreement

from 8-K 52 pages SELLAS Life Sciences Group, Inc. (A Delaware Corporation) 4,629,630 Shares of Common Stock and Warrants to Purchase 4,629,630 Shares of Common Stock Underwriting Agreement

from S-3 46 pages SELLAS Life Sciences Group, Inc. Shares of Common Stock (Par Value $0.0001 Per Share) Controlled Equity Offeringsm Sales Agreement

from SC 13G/A 1 page Exhibit 1 Joint Acquisition Statement Pursuant to Rule 13d-1

from 8-K 10 pages Subject to Legal Review and Commitment Committee Approval

from 8-K 10 pages This Letter (The “Agreement”) Constitutes the Agreement Between SELLAS Life Sciences Group, Inc. (The “Company”) and Maxim Group, LLC (“Maxim” or the “Lead Manager”), That Maxim Shall Serve as the Exclusive Lead Placement Agent for the Company, on a “Reasonable Best Efforts” Basis ( a “Placement”), in Connection With the Proposed Offerings of Shares (The “Shares”) of the Company’s Common Stock, Par Value $0.0001 Per Share (The “Common Stock”) and Warrants to Purchase Shares of Common Stock (The “Warrants” And, Together With the Shares, the “Securities”). the Terms of Such Placement and the Securities Shall Be Mutually Agreed Upon by the Company and the Lead Manager And, if a Direct Placement, the Purchasers (Each, a “Purchaser” and Collectively, the “Purchasers”) and Nothing Herein Grants Maxim the Power or Authority to Bind the Company or Any Purchaser or Creates an Obligation for the Company to Issue Any Securities or Complete the Placement. This Agreement and the Documents Executed and Delivered by the Company and the Purchasers in Connection With the Placement Shall Be Collectively Referred to Herein as the “Transaction Documents.” the Date of the Closing of the Placement Shall Be Referred to Herein as the “Closing Date.” the Company Expressly Acknowledges and Agrees That Maxim’s Obligations Hereunder Are on a Reasonable Best Efforts Basis Only and That the Execution of This Agreement Does Not Constitute a Commitment by Maxim to Purchase the Securities and Does Not Ensure the Successful Placement of the Securities or Any Portion Thereof or the Success of Maxim With Respect to Securing Any Other Financing on Behalf of the Company. Maxim May Retain Other Brokers or Dealers to Act as Sub-Agents or Selected-Dealers on Its Behalf in Connection With the Placement

from 8-K 27 pages SELLAS Life Sciences Group, Inc. 26,367,200 Shares Common Stock ($0.0001 Par Value Per Share) and Pre-Funded Warrants to Purchase Up to 73,632,800 Shares of Common Stock and Warrants to Purchase Up to 100,000,000 Shares of Common Stock Underwriting Agreement

from S-1/A 39 pages SELLAS Life Sciences Group, Inc. [●] Shares Common Stock ($0.0001 Par Value Per Share) and Pre-Funded Warrants to Purchase Up to [●] Shares of Common Stock and Warrants to Purchase Up to [●] Shares of Common Stock Underwriting Agreement

from 8-K 40 pages SELLAS Life Sciences Group, Inc. 6,845,000 Shares Common Stock ($0.0001 Par Value Per Share) and Pre-Funded Warrants to Purchase Up to 4,675,000 Shares of Common Stock and Warrants to Purchase Up to 11,520,000 Shares of Common Stock Underwriting Agreement

from S-1/A 39 pages SELLAS Life Sciences Group, Inc. Shares Common Stock ($0.0001 Par Value Per Share) and Pre-Funded Warrants to Purchase Shares of Common Stock and Warrants to Purchase Shares of Common Stock Underwriting Agreement

from S-1/A 36 pages SELLAS Life Sciences Group, Inc. Shares Common Stock ($0.0001 Par Value Per Share) Underwriting Agreement

from 8-K 14 pages 1. We Have Been Advised by the Company That It Contemplates One or More Financing(s) Through the Private Placement, Offering or Other Sale of Equity Instruments in Any Form, Including, Without Limitation, Preferred or Common Equity, or Instruments Convertible Into Preferred or Common Equity or Other Related Forms of Interests or Capital of the Company in One or a Series of Transactions (A “Financing”). the Company Hereby Engages CF&CO to Act as the Company’s Exclusive U.S. Based Financial Advisor, Placement Agent and Arranger in Connection With Any Financing. While It Is Anticipated That the Financing Will Include Investors From Outside the U.S., CF&CO Shall Earn Compensation Hereunder Only as to U.S. Based Investors Which May Participate in the Financing. CF&CO Acknowledges That the Company Is Currently Subject to a “Bad Actor Disqualification” Under Rule 506(d) Under the U.S. Securities Act of 1933, as Amended, and Is Thus Currently Unable to Rely on the Exemption From the Registration Requirements Afforded Thereunder. 2. CF&CO Hereby Accepts the Engagement And, in That Connection, to the Extent Requested by the Company and Appropriate Under the Circumstances, Agrees to Assist the Company in the Following: (A) Review and Analysis of the Business, Financial Condition and Prospects of the Company; (B) Preparation of Marketing Materials Concerning the Company and the Financing for Distribution and Presentation to Prospective Investors;

from 8-K 29 pages 17,000,000 Shares Warrants to Purchase Up to 17,000,000 Shares Galena Biopharma, Inc. Common Stock Underwriting Agreement

from 8-K 39 pages 19,772,727 Shares Galena Biopharma, Inc. Common Stock and Warrants to Purchase Up to 11,863,636 Shares of Common Stock Underwriting Agreement

from 8-K 39 pages 24,358,974 Shares Galena Biopharma, Inc. Common Stock and Warrants to Purchase Up to 12,179,487 Shares of Common Stock Underwriting Agreement

from 8-K 42 pages 17,500,000 Shares Galena Biopharma, Inc. Common Stock and Warrants to Purchase Up to 6,125,000 Shares of Common Stock Underwriting Agreement