Common use of Agreement to Act as Placement Agents Clause in Contracts

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-agents of the Placement Agents) in connection with the offering and sale by the Company of the Securities from the Company's registration statement on Form S-1 (File No. 333-163867) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each Placement Agent shall act on a best efforts basis and neither Placement Agent shall guarantee that it will be able to sell the Securities in the prospective Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a cash fee equal to 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”), which fee shall be paid 3.5% to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning. (b) The term of the Placement Agents’ exclusive engagement will be until the completion of the Offering (the “Exclusive Term”); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable, will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons other than the Company.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-placement agents of the Placement Agents) in connection with the offering and sale by the Company of the Securities from pursuant to the Company's ’s registration statement on Form S-1 (File No. 333-163867274562) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each The Placement Agent shall Agents will act on a reasonable best efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agent and not as principal. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment”, i.e., on the Closing Date, the Company shall issue the Securities directly to the account designated by the Placement Agents and, upon receipt of such Securities, the Placement Agents shall electronically deliver such Securities to the applicable Investor and payment shall be made by the Placement Agents (or its clearing firm) by wire transfer to the Company. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a Agents: (i) A cash fee equal to 7.08.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”), which fee shall be paid 3.5% to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the cash fee payable hereunder to the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to 4.0% of the contrary, as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall be reimbursed gross proceeds received by the Boenning for 50% of any such fees and expenses directly out Company from the sale of the Fee at Securities to an affiliate of the Closing, not to exceed $17,500 Company (as defined in the aggregate paid by BoenningSecurities Act (as defined below)). (ii) an expense reimbursement amount pursuant and subject to Section 6 of this Agreement. (b) The term of the Placement Agents’ exclusive engagement will be until shall expire on the completion earlier of December 31, 2023 and the Offering (the “Exclusive Term”); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other partiesfinal Closing Date. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payablepayable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g)(4)(A), will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-placement agents of the Placement Agents) in connection with the offering and sale by the Company of the Securities from pursuant to the Company's ’s registration statement on Form S-1 (File No. 333-163867276596) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective InvestorsPurchasers. Each The Placement Agent shall Agents will act on a reasonable best efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for their own respective accounts or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agent and not as principal. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings the closing (each a the “Closing” and the date on which each the Closing occurs, a the “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agents and, upon receipt of such Shares, the Placement Agents shall electronically deliver such Shares to the applicable Purchaser and payment shall be made by the Placement Agents (or their clearing firm) by wire transfer to the Company, and delivery of the Pre-Funded Warrants, the Class A Warrants and the Class B Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents the fees and expenses set forth below: (i) a cash fee equal to seven percent 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities Units and Pre-Funded Units at the closing of the Offering Closing; and (the “Closing”ii) subject to compliance with FINRA Rule 5110(f)(2)(D), which fee shall be paid 3.5% the Company also agrees to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to reimburse the Placement Agents shall be reduced for all travel and other out-of-pocket expenses, including the reasonable fees, costs and disbursements of its legal counsel, in an amount not to 2%exceed an aggregate of $150,000. Notwithstanding anything herein to The Company will reimburse the contrary, as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses Placement Agents directly out of the Fee at Closing of the Closing, not Placement. The Placement Agents reserve the right to exceed $17,500 reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Placement Agents’ aggregate paid by Boenningcompensation is in excess of FINRA Rules or that the terms thereof require adjustment. (b) The term of the Placement Agents’ exclusive engagement will be hereunder shall become effective on the date hereof and shall continue until the completion earlier of (i) the Offering Closing Date and (ii) April 16, 2024 (the “Exclusive TermTermination Date”); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payablepayable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under the FINRA Rules, will survive any expiration or termination of this Agreement. Pursuant All such fees and reimbursements due shall be paid to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of pocket accountable expenses, if any, shall not exceed those out the Termination Date) or upon the closing of pocket expenses actually incurred by the Placement Agents. Offering or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). (c) Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, contained and subject to all of the terms and conditions of this Agreement Agreement, the Company engages the Placement Agents shall be the to act as its exclusive Placement Agents (other than mutually agreed upon sub-placement agents of the Placement Agents) in connection with the offering issuance and sale by the Company of the Securities from the Company's registration statement on Form S-1 (File No. 333-163867) (the “Registration Statement”)Shares and each Placement Agent, with the terms severally and not jointly, hereby agrees, as an agent of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, to use its commercially reasonable efforts to solicit offers to purchase the Placement Agents and the prospective Investors. Each Placement Agent shall act on a best efforts basis and neither Placement Agent shall guarantee that it will be able to sell the Securities in the prospective Offering. Subject to Shares upon the terms and conditions hereof, payment set forth in the Prospectus (as defined below). Prior to the earlier of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and i) the date on which each this Agreement is terminated and (ii) the Closing occursDate (as defined below), a “Closing Date”). the Company shall not, without the prior consent of the Lead Placement Agent, solicit or accept offers to purchase Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding as of the date hereof) otherwise than through the Placement Agents in accordance herewith. (b) As compensation for the services renderedrendered hereunder, on each the Closing DateDate (as defined below), the Company shall pay to the Placement Agents a cash fee Agents, by wire transfer of immediately available U.S. funds payable to the order of the Placement Agents, to an account or accounts designated by the Placement Agents, an amount equal to 7.06% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company from the sale of the Shares (the “Fee”) from the sale ), with 66.67% of the Securities at Fee payable to the closing Lead Placement Agent and 33.33% of the Offering (Fee payable to the “Closing”), which fee shall be paid 3.5% to each Co-Placement Agent; provided. The Lead Placement Agent may, howeverin its discretion, retain other brokers or dealers to act as sub-agents on the Placement Agents’ behalf in connection with the offering of the Shares, provided that the Company shall not be obligated to pay any Investor listed on Exhibit A attached hereto the fee payable hereunder additional amounts to the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of or any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenningsub-agent with respect thereto. (bc) The term of the Placement Agents’ exclusive engagement will be until the completion of the Offering (the “Exclusive Term”); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable, will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, This Agreement shall not exceed those out of pocket expenses actually incurred give rise to a commitment by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or any of their affiliates to pursueunderwrite or purchase any of the Shares or otherwise provide any financing, investigateand the Placement Agents shall have no authority to bind the Company in respect of the sale of any Shares. The Company shall have the sole right to accept offers to purchase the Shares and may reject any such offer in whole or in part. Each Placement Agent shall have the right, analyzein its discretion reasonably exercised, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons other than without notice to the Company, to reject any offer to purchase Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. The sale of the Shares shall be made pursuant to purchase agreements in the form attached hereto as Exhibit B (the “Purchase Agreements”).

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-agents of the Placement Agents) in connection with the offering and sale by the Company of the Securities in a transaction which is exempt from the Company's registration statement on Form S-1 (File No. 333-163867) requirements of the Securities Act of 1933, as amended (the “Registration StatementSecurities Act”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each The Placement Agent shall Agents will act on a reasonable best efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agent and not as principal. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a the fees and expenses set forth below, as agreed upon and as described in further detail in the Engagement Agreements (as defined below) previously entered into between each of the Placement Agents and the Company: (i) A cash fee equal to 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at to the closing of accounts not currently invested in the Offering Company (such fee as apportioned between the “Closing”Placement Agents as described in the Engagement Agreements), which fee shall be paid 3.5% subject to each certain exclusions agreed between the Placement AgentAgents and the Company; provided, however, as that the Representative will be entitled to any Investor listed on Exhibit A attached hereto the a minimum fee payable hereunder of $450,000; (ii) Warrants issued to the Placement Agents shall equal to 3.0% of the aggregate number of Securities sold (such Warrants to be reduced apportioned between the Placement Agents as described in the Engagement Agreements), at an initial exercise price of 110% of the price of Securities, with an exercise period of five years; provided, that, if the Offering includes warrants and such warrants are subject to 2%. Notwithstanding anything herein an exercise period longer than five years, the warrants issued to each of the Placement Agents will be subject to the contrary, same exercise period as those warrants issued to any legal fees and expenses incurred by Source investors in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and ; and (iii) Reasonable documented expenses directly out of the Fee at the Closing, not Placement Agents up to exceed a maximum of $17,500 in the aggregate paid by Boenning50,000. (b) The term of the Placement Agents’ exclusive engagement will be until the earlier of (i) May 21, 2021 and (ii) completion of the Offering (the “Exclusive Term”)Offering; provided, however, that beginning on March 21, 2021, a party hereto may terminate the engagement with respect to itself this Agreement at any time upon 10 5 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payablepayable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D), will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons Persons (as defined below) other than the Company, notwithstanding that such Persons may be engaged in a business which is similar to or competitive with the business of the Company, and notwithstanding that such Persons may have actual or potential operations, products, services, plans, ideas, customers or supplies similar or identical to the Company’s, or may have been identified by the Company as potential merger or acquisition targets or potential candidates for some other business combination, cooperation or relationship. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Placement Agency Agreement (this “Agreement”), among the Placement Agents Company and each of you, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and JMP shall be the Company’s exclusive Placement Agents sole lead placement agent and co-placement agent, respectively (other than mutually agreed upon sub-agents of in such capacity, together, the “Placement Agents) ”), on a reasonable best efforts basis, in connection with the offering issuance and sale by the Company of the Securities from to the Company's registration statement on Form S-1 Investors in a proposed takedown under the Registration Statement (File No. 333-163867as defined in Section 2(a)(i) (the “Registration Statement”hereof), with the terms of such the offering (the “Offering”) to be subject to market conditions and negotiations between among the Company, the Placement Agents and the prospective InvestorsInvestors (such takedown shall be referred to herein as the “Offering”). As compensation for services rendered, and provided that any of the Securities are sold to Investors in the Offering, on the Closing Date (as defined in Section 1(c) hereof) of the Offering, the Company shall pay to the Placement Agents an amount in the aggregate equal to 6% of the gross proceeds received by the Company from the sale of the Securities (the “Placement Fee”). The Placement Fee shall be allocated between the Placement Agents as they may agree. The sale of the Securities shall be made pursuant to subscription agreements in the form included as Exhibit A hereto (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) on the terms described on Exhibit B hereto. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. Notwithstanding the foregoing, it is understood and agreed that the Placement Agents or any of their respective affiliates may, solely at their discretion and without any obligation to do so, purchase Securities as principal; provided, however, that any such purchases by the Placement Agents (or their respective affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the previous sentence. (b) This Agreement shall not give rise to any commitment by the Placement Agents to purchase any of the Securities, and the Placement Agents shall have no authority to bind the Company to accept offers to purchase the Securities. Each of the Placement Agent Agents shall act on a reasonable best efforts basis and neither Placement Agent shall does not guarantee that it will be able to sell the Securities raise new capital in the prospective Offering. Subject The Placement Agents may retain other brokers or dealers to act as sub-agents on their behalf in connection with the Offering, the fees of which shall be paid out of the Placement Fee. Prior to the terms earlier of (i) the date on which this Agreement is terminated and conditions (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agents, solicit or accept offers to purchase Securities (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof, payment ) otherwise than through the Placement Agents in accordance herewith. (c) Payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings a closing (each a the “Closing” ”) at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Placement Agents, located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at 10:00 a.m., New York City time, on or before May 18, 2011 or at such time on such other date as may be agreed upon in writing by the Placement Agents and the Company (such date on which each Closing occurs, a “of payment and delivery being herein called the "Closing Date”). As compensation for services renderedAll such actions taken at the Closing shall be deemed to have occurred simultaneously. No Shares and Warrants which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, on each Closing Dateor sold by the Company, until such Shares and Warrants shall have been delivered to the Investor thereof against payment therefor by such Investor. If the Company shall default in its obligations to deliver the Shares and Warrants to an Investor whose offer it has accepted, the Company shall pay indemnify and hold the Placement Agents harmless against any loss, claim or damage incurred by the Placement Agents arising from or as a result of such default by the Company. (d) On the Closing Date, (i) the Company shall deliver, or cause to be delivered, the Securities to the Investors, with the delivery of the Common Shares to be made through the facilities of The Depository Trust Company’s DWAC system, and the delivery of the Warrants and the Preferred Shares in physical, certificated form to be made by courier to the Investors to the addresses set forth on the applicable Subscription Agreement, provided, that the Placement Agents (and their counsel) have a right to inspect such Warrants and Preferred Shares in physical form at least one business day before the Closing Date and (ii) the Investors will wire the purchase price for their respective Securities to the Company pursuant to the terms of the Subscription Agreements and the Company will wire the amounts owed to the Placement Agents a cash fee equal to 7.0% of the gross proceeds as provided in this Agreement. (less $10,000 received prior to the Offering to cover Source’s legal fees and expensese) received by the Company (the “Fee”) from the sale of the The Securities at the closing of the Offering (the “Closing”), which fee shall be paid 3.5% to each Placement Agent; provided, however, registered in such names and in such denominations as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred request by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning. (b) The term of the Placement Agents’ exclusive engagement will be until the completion of the Offering (the “Exclusive Term”); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable, will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons other than the Company.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-placement agents of the Placement Agents) in connection with the offering and sale by the Company of the Securities from Shares pursuant to the Company's ’s registration statement on Form S-1 (File No. 333-163867333-[__]) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each The Placement Agent shall Agents will, severally and not jointly, act on a reasonable best efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Shares, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares for its own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Shares shall be made at one or more closings the closing of the Offering (each a the “Closing” and the date on which each the Closing occurs, a the “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a the fees and expenses set forth below: (i) A cash fee equal to 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities Shares at the closing of the Offering Closing. (the “Closing”), which fee shall be paid 3.5% ii) The Company also agrees to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to reimburse the Placement Agents shall be reduced for their expenses (with supporting invoices/receipts) of up to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at $250,000 payable immediately upon the Closing, not to exceed $17,500 in the aggregate paid by Boenning. (b) The term of the Placement Agents’ exclusive engagement will be until the completion as set forth in Section 1 of the Offering Engagement Agreement (the “Exclusive Term”as defined herein); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payablepayable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g), will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-agents of the Placement Agents) in connection with the offering and sale by the Company of the Securities from Shares pursuant to the Company's ’s registration statement on Form S-1 F-1 (File No. 333-163867333-[*]) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between among the Company, the Placement Agents and the prospective Investors. Each The Placement Agent shall Agents will act on a best reasonable best-efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Shares, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares for its own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agent and not as principal. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Shares shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). The Closing shall occur via “Delivery Versus Payment”, i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agents and, upon receipt of such Shares, the Placement Agents shall electronically deliver such Shares to the applicable Investor and payment shall be made by the Placement Agents (or its clearing firm) by wire transfer to the Company. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a the fees and expenses set forth below: (i) A cash fee equal to 7.06.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities Shares at the closing of the Offering (the “Closing”). (ii) In accordance with FINRA Rule 5110(g)(5)(A), the Company also agrees to reimburse (a) Placement Agents’ out-of-pocket accountable expenses up to a maximum of $100,000, inclusive of an advance of $25,000 (the “Advance”) paid by the Company to the Placement Agents, in the event of a Closing of the Offering, unless otherwise agreed by the Company and the Placement Agents, payable immediately upon the Closing of the Offering, and (b) a non-accountable expense allowance of 1.0% of the gross proceeds received by the Company from the Closing. Notwithstanding the foregoing, upon the consummation of the Offering or the earlier termination of the Engagement Period in accordance with its terms, the balance of any remaining portion of any Advance received by the Placement Agents will promptly be returned by Placement Agents to the Company to the extent such monies were not actually used for reasonable and documented out-of-pocket expenses incurred in compliance with FINRA Rule 5110(g)(4)(A). (iii) The Company and the Placement Agents agree that for a period of twelve (12) months from the Closing, whether or not the engagement contemplated under this Agreement is terminated (other than termination for Cause, as defined below), the Company hereby grants the Placement Agents the right, on at least the same terms and conditions offered to the Company by other investment banking service providers, to provide investment banking services to the Company on an exclusive basis in all matters for which investment banking services are sought by the Company (such right, the “Right of First Refusal”), which fee right is exercisable in the Placement Agents’ sole discretion. For these purposes, investment banking services shall include, without limitation, (a) acting as lead manager for any underwritten public offering; (b) acting as a lead placement agent, initial purchaser or financial advisor in connection with any private offering of securities of the Company; and (c) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its shares or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the shares or assets of the Company, and any merger or consolidation of the Company with another entity. The Placement Agents shall notify the Company of its intention to exercise the Right of First Refusal within five (5) business days following notice in writing by the Company. Any decision by the Placement Agents to act in any such capacity shall be paid 3.5% to each Placement Agent; providedcontained in separate agreements, howeverwhich agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and shall be subject to general market conditions. If the Placement Agents decline to exercise the Right of First Refusal, the Company shall have the right to retain any Investor listed other person or persons to provide such services on Exhibit A attached hereto terms and conditions which are not more favorable to such other person or persons than the fee payable hereunder to terms declined by the Placement Agents, and the Placement Agents shall be reduced to 2%. Notwithstanding anything herein entitled to the contrarycorresponding portion of service fees reflecting its actual underwritten or placed amount (in case of a public offering) or its actual involvement in such transaction. In accordance with FINRA Rule 5110(g)(5)(B), as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall Right of First Refusal granted hereunder may be reimbursed terminated by the Boenning Company for 50% “Cause,” which shall mean a material breach by the Placement Agents of any such fees and expenses directly out this Agreement or a material failure by the Placement Agents to provide the services as contemplated by this Agreement. The services provided by the Placement Agents hereunder are solely for the benefit of the Fee at Company and are not intended to confer any rights upon any persons or entities not a party hereto (including, without limitation, security holders, employees or creditors of the ClosingCompany) as against the Placement Agents or its directors, officers, agents and employees. In compliance with FINRA Rule 5110(g)(6)(A), the Right of First Refusal shall not to exceed $17,500 in have a duration of more than three years from the aggregate paid by Boenningdate of commencement of sales of this offering or the termination date of the engagement between the Company and the Placement Agents. (b) The term of the Placement Agents’ exclusive engagement will be until as set forth in the completion of the Offering Engagement Agreement (the “Exclusive Term”as defined below); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payablepayable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g)(4)(A), will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement between the Placement Agents Company on the one hand, and ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇ Capital”) and Taglich Brothers, Inc. (“Taglich Brothers”) on the other hand, ▇▇▇▇ Capital and Taglich Brothers shall be the Company’s exclusive Placement Agents (other than mutually agreed upon sub-agents of in such capacity, the “Placement Agents) ”), on a best efforts basis, in connection with the offering issuance and sale by the Company of the Securities Shares in one or more proposed takedowns from the Company's registration statement on Form S-1 (File shelf Registration Statement No. 333-163867129275, or other registration statement(s) filed or to be filed to accomplish the takedowns (collectively the “Registration Statement”), with the terms of such each offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each Placement Agent shall act on a best efforts basis and neither Placement Agent shall guarantee that it will be able to sell the Securities in the prospective Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Investors (each takedown shall be made at one or more closings (each a referred to collectively herein as an “ClosingOffering” and all such takedowns shall be referred to herein as the date on which each Closing occurs, a “Closing DateOfferings”). As compensation for services rendered, and provided that any of the Shares are sold to Investors in any Offering, on the Closing Date (as defined below) of each Closing DateOffering, the Company shall pay to the Placement Agents a cash fee an amount equal to 7.0% six percent (6%) of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”), which fee shall be paid 3.5% to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder Shares. The Company will also grant to the Placement Agents warrants, in the form attached hereto as Exhibit A (the “Placement Agent Warrants”), to purchase 1,000 shares of Common Stock for every $1,000,000 of principal amount of Shares sold in each Offering, up to a maximum of 30,000 shares in total, at an exercise price equal to 150% of the price such shares are sold in such Offering, exercisable for five years from the date of such Offering. This Agreement shall not give rise to any commitment by the Placement Agents to purchase any of the Shares, and the Placement Agents shall have no authority to bind the Company. The Placement Agents shall act on a best efforts basis and do not guarantee that they will be reduced able to 2%raise new capital in any prospective Offering. Notwithstanding anything herein The Company acknowledges that any advice given by the Placement Agents to the contraryCompany is solely for the benefit and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to without the Placement Agents’ prior written consent. The Placement Agents may retain other brokers or dealers to act as to any legal fees and expenses incurred by Source sub-agents on their behalf in connection with the any Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning. (b) The term of the The Placement Agents’ exclusive engagement will be until the completion of the Offering (the “Exclusive Term”)three months; however, a either party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other partiesparty. Notwithstanding anything Upon termination, the Placement Agents will be entitled to collect all fees earned and expenses incurred through the date of termination and the amounts described in the next sentence, if applicable. If the Placement Agents’ exclusive engagement is terminated prior to the contrary contained hereinexpiration of the three month period beginning on the date hereof (the “Exclusive Term”), any person with whom either of the Placement Agents had discussions concerning an investment in the Company and introduced to the Company purchases securities from the Company, the provisions concerning confidentiality, indemnification and contribution contained herein and Company agrees to pay to the Company’s obligations contained Placement Agents upon the closing of such transaction a cash fee in the indemnification provisions will survive any expiration or amount that would otherwise have been payable to the Placement Agents had such transaction occurred during the Exclusive Term. The Placement Agents shall provide the Company with a list of potential investors as described in this section within five (5) business days of termination of this Agreement, and such list shall be considered final unless the Company’s obligation to pay fees actually earned and payable, will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement AgentsCompany objects in writing within two (2) business days thereafter. Nothing in this Agreement shall be construed to limit the ability of either of the Placement Agents or their respective affiliates to pursue, investigate, analyze, invest in, in or engage in investment banking, financial advisory or any other business relationship with entities or persons other than the Company.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement between the Placement Agents Company, ▇▇▇▇ Capital Partners, LLC ("▇▇▇▇ Capital") and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C., ("▇▇▇▇▇▇▇ ▇▇▇▇▇"), ▇▇▇▇ Capital and ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall be the Company's exclusive Placement Agents placement agents (other than mutually agreed upon sub-agents of in such capacity, the "Placement Agents) "), on a commercially reasonable best efforts basis, in connection with the offering issuance and sale by the Company of the Securities in a proposed takedown from the Company's registration statement on Form S-1 (File shelf Registration Statement No. 333-163867109583, or other registration statement(s) filed or to be filed to accomplish the takedown (collectively the “"Registration Statement”"), with the terms of such the offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each Placement Agent shall act on a best efforts basis and neither Placement Agent shall guarantee that it will be able to sell the Securities in the prospective Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Investors (such takedown shall be made at one or more closings (each a “Closing” and referred to herein as the date on which each Closing occurs, a “Closing Date”"Offering"). As compensation for services rendered, and provided that any of the Securities are sold to Investors in the Offering, on each the Closing DateDate (as defined below) of the Offering, the Company shall pay to the Placement Agents a cash fee equal to 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”), which fee shall be paid 3.5% to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred by Source an amount negotiated in connection with the Offering. In connection with the Offering, Source the parties will enter into a pricing agreement in the form attached hereto as EXHIBIT A ("Pricing Agreement"), which shall be reimbursed deemed a part of this Agreement and which shall set forth the terms of the Offering, including the compensation to be paid to the Placement Agents for services rendered in connection therewith. This Agreement shall not give rise to any commitment by the Boenning for 50% of Placement Agents to purchase any such fees and expenses directly out of the Fee at Securities, and the Closing, Placement Agents shall have no authority to bind the Company. The Placement Agents shall act on a commercially reasonable best efforts basis and does not guarantee that it will be able to exceed $17,500 raise new capital in the aggregate paid by Boenning. (b) prospective Offering. The Company shall be under no obligation to agree to any of the proposed terms of the Offering. The Company acknowledges that any advice given to the Company is solely for benefit and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to, without the Placement Agents' prior written consent. The Placement Agents may retain other brokers or dealers to act as sub-agents on their behalf in connection with the Offering. The term of the Placement Agents’ ' exclusive engagement will be until the completion of the Offering (the “Exclusive Term”)15 days; however, a either party hereto may terminate the engagement with respect to itself at any time upon 10 5 days written notice to the other partiesparty. Notwithstanding anything Upon termination, the Placement Agents will be entitled to collect all fees earned and expenses incurred through the date of termination, and the amounts described in the next sentence, if applicable. If the Placement Agents' exclusive engagement is terminated prior to the contrary contained hereinexpiration of the 15 day period beginning on the date hereof (the "Exclusive Term") for reasons other than termination of this engagement by the Placement Agents, the provisions concerning confidentiality, indemnification and contribution contained herein and any person to whom Placement Agents introduced the Company’s obligations contained , or with which we have discussions or negotiations about an investment in the indemnification provisions will survive any expiration or termination Company during the term of this Agreement, and purchases securities from the Company’s obligation to pay fees actually earned and payable, will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any Company (other than through an underwritten public offering) during the six months following termination of this Agreement, the Company's obligation Company agrees to reimburse pay to Placement Agents upon the closing of such transaction a cash fee in the amount that would otherwise have been payable to the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by had such transaction occurred during the Placement Agentsterm. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons other than the Company.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-agents of the Placement Agents) in connection with the offering and sale by the Company of the Securities from pursuant to the Company's ’s registration statement on Form S-1 F-1 (File No. 333-163867284536) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between among the Company, the Placement Agents and the prospective Investors. Each The Placement Agent shall Agents will act on a best reasonable best-efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agent and not as principal. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). The Closing shall occur via “Delivery Versus Payment”, i.e., on the Closing Date, the Company shall issue the Securities directly to the account designated by the Placement Agents and, upon receipt of such Shares, the Placement Agents shall electronically deliver such Shares to the applicable Investor and payment shall be made by the Placement Agents (or its clearing firm) by wire transfer to the Company. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a the fees and expenses set forth below: (i) A cash fee equal to 7.06.5% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”). (ii) The Company also agrees to reimburse (a) Placement Agents’ out-of-pocket accountable expenses up to a maximum of $100,000 in the event of a Closing of the Offering, which fee shall be paid 3.5unless otherwise agreed by the Company and the Placement Agents, payable immediately upon the Closing of the Offering, or up to a maximum of $50,000 in the event there is not a Closing of the Offering, payable upon the ending of the Engagement Period (as defined in the Engagement Agreement), and (b) a non-accountable expense allowance of 1.0% to each of the gross proceeds received by the Company from the Closing. (iii) The Company and the Placement Agent; providedAgent agree that for a period of six (6) months from the Closing, howeverwhether or not the engagement contemplated under this Agreement is terminated (other than termination for Cause, as to any Investor listed on Exhibit A attached hereto defined below), the fee payable hereunder to Company hereby grants the Placement Agents shall be reduced to 2%. Notwithstanding anything herein the right, on at least the same terms and conditions offered to the contraryCompany by other investment banking service providers, to provide investment banking services to the Company on an exclusive basis in all matters for which investment banking services are sought by the Company (such right, the “Right of First Refusal”), which right is exercisable in the Placement Agents’ sole discretion. For these purposes, investment banking services shall include, without limitation, (a) acting as to lead manager for any legal fees and expenses incurred by Source underwritten public offering; (b) acting as a lead placement agent, initial purchaser or financial advisor in connection with any private offering of securities of the OfferingCompany; and (c) acting as financial advisor in connection with any sale or other transfer by the Company, Source directly or indirectly, of a majority or controlling portion of its shares or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the shares or assets of the Company, and any merger or consolidation of the Company with another entity. The Placement Agent shall notify the Company of its intention to exercise the Right of First Refusal within five (5) business days following notice in writing by the Company. Any decision by the Placement Agent to act in any such capacity shall be reimbursed contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal, the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not more favorable to such other person or persons than the terms declined by the Boenning Placement Agent, and the Placement Agent shall be entitled to the corresponding portion of service fees reflecting its actual underwritten or placed amount (in case of a public offering) or its actual involvement in such transaction. In accordance with FINRA Rule 5110(g)(6)(A)(i), the Right of First Refusal granted hereunder may be terminated by the Company for 50% “Cause,” which shall mean a material breach by the Placement Agent of any such fees and expenses directly out this Agreement or a material failure by the Placement Agent to provide the services as contemplated by this Agreement. The services provided by the Placement Agent hereunder are solely for the benefit of the Fee at Company and are not intended to confer any rights upon any persons or entities not a party hereto (including, without limitation, security holders, employees or creditors of the ClosingCompany) as against the Placement Agent or its directors, not to exceed $17,500 in the aggregate paid by Boenningofficers, agents and employees. (b) The term of the Placement Agents’ exclusive engagement will be until as set forth in the completion of the Offering Engagement Agreement (the “Exclusive Term”as defined below); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payablepayable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g)(4)(A), will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agents. (a) a. On the basis of the respective representations, warranties and agreements of the Company and the Selling Shareholder herein contained, contained and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be agree to act as the Company's exclusive Placement Agents (other than mutually agreed upon sub-placement agents of the Placement Agents) in connection with the offering issuance and sale sale, on an all or none basis, by the Company and the Selling Shareholder of the Securities from the Company's registration statement on Form S-1 (File No. 333-163867) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents Shares and the prospective Selling Shareholder Shares to the Investors. Each Placement Agent shall act on a best efforts basis and neither Placement Agent shall guarantee that it will be able to sell the Securities in the prospective Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” Company and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company Selling Shareholder shall pay to the Placement Agents a cash fee equal to 7.0% of the respective gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses"Placement Fee") received by the Company (and the “Fee”) Selling Shareholder from the sale of the Securities at Shares and the closing Selling Shareholder Shares, as applicable, as set forth on the cover page of the Offering Prospectus (as hereinafter defined). b. Certificates in negotiable form (endorsed in blank or accompanied by stock powers in blank, with signatures appropriately guaranteed, and any funds necessary for the purchase of stock transfer stamps) representing all of the Selling Shareholder Shares to be sold by the Selling Shareholder have been placed in custody under a custody agreement ("Custody Agreement") with __________, as Custodian (the “Closing”)"Custodian") and the Selling Shareholder has duly executed and delivered a Power of Attorney (a "Power of Attorney") appointing ______ ______ and _______ _____, which fee shall be paid 3.5% to and each Placement Agent; provided, howeverof them, as Selling Shareholder's attorneys-in-fact (the "Attorneys-in-Fact") with authority to any Investor listed execute this Agreement and the Escrow Agreement (as defined) and to deliver this Agreement and the Escrow Agreement on Exhibit A attached hereto behalf of the fee payable Selling Shareholder, to authorize the delivery of the Selling Shareholder Shares to be sold by the Selling Shareholder hereunder and thereunder and otherwise to act on behalf of the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred by Source Selling Shareholder in connection with the Offering, Source shall be reimbursed transactions contemplated by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning. (b) The term of the Placement Agents’ exclusive engagement will be until the completion of the Offering (the “Exclusive Term”); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable, will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse Escrow Agreement and the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred Custody Agreement. The Selling Shareholder agrees that the shares represented by the Placement Agents. Nothing certificates held in this custody for the Selling Shareholder under the Custody Agreement shall be construed are subject to limit the ability interests of the Placement Agents hereunder and the arrangements made by the Selling Shareholder for such custody, as well as the appointment by the Selling Shareholder of the Attorneys-in-Fact, are, to that extent, irrevocable. The Selling Shareholder specifically agrees that its obligations hereunder shall not be terminated, except as otherwise provided herein, by any act of the Selling Shareholder, operation of law or their affiliates to pursue, investigate, analyze, invest inotherwise, or engage in investment banking, financial advisory or by the occurrence of any other business relationship with entities or persons other than the Companyevent.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Placement Agency Agreement (this “Agreement”), between the Placement Agents Company and each of you, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. and First Analysis Securities Corporation shall be the Company’s exclusive Placement Agents co-lead placement agents (other than mutually agreed upon sub-agents of in such capacity, the “Placement Agents) ”), on a reasonable best efforts basis, in connection with the offering issuance and sale by the Company of the Securities from to the Company's registration statement on Form S-1 Investors in a proposed takedown under the Registration Statement (File No. 333-163867as defined in Section 2(a)(i) (the “Registration Statement”hereof), with the terms of such the offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective InvestorsInvestors (such takedown shall be referred to herein as the “Offering”). As compensation for services rendered, and provided that any of the Securities are sold to Investors in the Offering, on the Closing Date (as defined in Section 1(c) hereof) of the Offering, the Company shall pay to the Placement Agents an amount in the aggregate equal to 7% of the gross proceeds received by the Company from the sale of the Securities (the “Placement Fee”). The Placement Fee shall be allocated between the Placement Agents as they may agree. The sale of the Securities shall be made pursuant to subscription agreements in the form included as Exhibit A hereto (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) on the terms described on Exhibit B hereto. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. Notwithstanding the foregoing, it is understood and agreed that the Placement Agents or any of their respective affiliates may, solely at their discretion and without any obligation to do so, purchase Securities as principal; provided, however, that any such purchases by the Placement Agents (or their respective affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the previous sentence. (b) This Agreement shall not give rise to any commitment by the Placement Agents to purchase any of the Securities, and the Placement Agents shall have no authority to bind the Company to accept offers to purchase the Securities. Each of the Placement Agent Agents shall act on a reasonable best efforts basis and neither Placement Agent shall does not guarantee that it will be able to sell the Securities raise new capital in the prospective Offering. Subject The Placement Agents may retain other brokers or dealers to act as sub-agents on their behalf in connection with the Offering, the fees of which shall be paid out of the Placement Fee. Prior to the terms earlier of (i) the date on which this Agreement is terminated and conditions (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agents, solicit or accept offers to purchase Securities (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof, payment ) otherwise than through the Placement Agents in accordance herewith. (c) Payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings a closing (each a the “Closing” ”) at the offices of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel for the Placement Agents, located at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Roseland, NJ 07068 at 10:00 a.m., New York City time, on or before February 2, 2011 or at such time on such other date as may be agreed upon in writing by the Placement Agents and the Company (such date on which each Closing occurs, a of payment and delivery being herein called the “Closing Date”). As compensation for services renderedAll such actions taken at the Closing shall be deemed to have occurred simultaneously. No Shares and Warrants which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, on each Closing Dateor sold by the Company, until such Shares and Warrants shall have been delivered to the Investor thereof against payment therefore by such Investor. If the Company shall default in its obligations to deliver the Shares and Warrants to an Investor whose offer it has accepted, the Company shall pay indemnify and hold the Placement Agents harmless against any loss, claim or damage incurred by the Placement Agents arising from or as a result of such default by the Company. (d) On the Closing Date, (i) the Company shall deliver, or cause to be delivered, the Securities to the Investors, with the delivery of the Shares to be made, if possible, through (x) the facilities of The Depository Trust Company’s DWAC system or (y) delivery versus payment through The Depository Trust Company, and the delivery of the Warrants to be made by mail to the Investors to the addresses set forth on the applicable Subscription Agreement and (ii) the Investors will wire the purchase price for their respective Securities to the Company pursuant to the terms of the Subscription Agreements and the Company will wire the amounts owed to the Placement Agents a cash fee equal to 7.0% of the gross proceeds as provided in this Agreement. (less $10,000 received prior to the Offering to cover Source’s legal fees and expensese) received by the Company (the “Fee”) from the sale of the The Securities at the closing of the Offering (the “Closing”), which fee shall be paid 3.5% to each Placement Agent; provided, however, registered in such names and in such denominations as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred request by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning. (b) The term of the Placement Agents’ exclusive engagement will be until the completion of the Offering (the “Exclusive Term”); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable, will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons other than the Company.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company and Selling Stockholders herein contained, and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-placement agents of the Placement Agents) in connection with the offering and sale by the Company and Selling Stockholders of the Securities Shares in one or more proposed takedowns from the Company's shelf registration statement on Form S-1 (File No. 333-163867) (the “Registration Statement”)133614, with the terms of such offering (the “Offering”) takedown to be subject to market conditions and negotiations between the Company, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇ ▇. Current, as the representatives of and attorneys-in-fact for the other Selling Stockholders (the “Stockholder Representatives”), the Placement Agents and the prospective InvestorsInvestors (each such takedown shall be referred to herein as an “Offering”). Each The Placement Agent Agents shall act on a best efforts basis and neither Placement Agent shall do not guarantee that it they will be able to sell the Securities Shares in the any prospective Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, and provided that any of the Shares are sold to Investors in any Offering, on each the applicable Closing DateDate (as defined below) of such Offering, the Company and each Selling Stockholder shall pay to the Placement Agents a an aggregate cash fee equal to 7.0the applicable percentage of the gross proceeds received by the Company or such Selling Stockholder from the sale of Shares as is set forth under the caption “Plan of Distribution” in the Registration Statement; provided that 50% of such aggregate cash fee shall be paid directly to ▇▇▇▇ Capital Partners, LLC and 50% of such aggregate cash fee shall be paid directly to Stonegate Securities, Inc. In connection with the Closing of the initial Offering hereunder, the Company and each Selling Stockholder shall pay to the Placement Agents an aggregate cash fee equal to 5.00% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) or such Selling Stockholder from the sale of such Shares. The purchase price to Investors for each Share to be sold in the Securities at the closing of the initial Offering (the “Closing”), which fee hereunder is $20.00. This Agreement shall be paid 3.5% to each Placement Agent; provided, however, as not give rise to any Investor listed on Exhibit A attached hereto the fee payable hereunder to commitment by the Placement Agents shall be reduced to 2%purchase any of the Shares. Notwithstanding anything herein The Placement Agents may retain other brokers or dealers to the contrary, act as to any legal fees and expenses incurred by Source sub-agents on their behalf in connection with the any Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning. (b) The term of the Placement Agents’ exclusive engagement will be until six (6) months from the completion of the Offering date hereof (the “Exclusive Term”); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any Upon termination or expiration or termination of this Agreement, each Placement Agent will be entitled to collect all fees earned, and to be reimbursed for all expenses incurred, through the Company’s obligation date of termination or expiration, as applicable. Notwithstanding the foregoing, if during the 180 day period beginning on the date this Agreement is terminated or otherwise expires, the Company issues and sells any securities of the Company to any of the individuals or entities listed on Exhibit A attached hereto, the Company agrees to pay fees actually earned and payable, will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out upon the closing of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by such transaction or transactions a cash fee equal to the amount that would otherwise have been payable to the Placement AgentsAgents had such transaction or transactions occurred during the Exclusive Term. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their respective affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons other than the CompanyCompany and the Selling Stockholders.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-placement agents of the Placement Agents) in connection with the private offering and sale by the Company of the Securities from pursuant to the Company's ’s registration statement on Form S-1 (File No. 333-163867281333) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each The Placement Agent shall Agents will act on a best reasonable best-efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a the fees and expenses set forth below: (i) A cash fee equal to 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”), which fee . (ii) Such number of Common Stock purchase warrants (the “Placement Agent Warrants”) to ▇▇▇▇ or its designees at each Closing to purchase shares of Common Stock equal to 10.0% of the aggregate number of Shares sold in the Offering. The Placement Agent Warrants shall be paid 3.5% to each Placement Agent; provided, however, have the same terms as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to Warrants except that the Placement Agents Agent Warrants shall have an expiration date of 5 years from the commencement of sales in the Offering and an exercise price equal to $____1. The Placement Agent Warrants shall not be reduced transferable for six months from the date of the Offering except as permitted by the Financial Industry Regulatory Authority (“FINRA”). (iii) The Company also agrees to 2%. Notwithstanding anything herein to reimburse the contrary, as to any legal fees and Placement Agents’ expenses incurred by Source in connection (with supporting invoices/receipts) of $150,000 payable immediately upon the Closing of the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning. (b) The term of the Placement Agents’ exclusive engagement will be until the completion of the Offering (the “Exclusive Term”); provided, however, that a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payablepayable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g), will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates respective Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons Persons (as defined below) other than the Company.. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). _____________________________ 1 100% of the offering price

Agreement to Act as Placement Agents. (a) On the basis of the representations, representations and warranties and agreements of the Company herein contained, and subject to all the terms and conditions of set forth in this Agreement Agreement, the Company engages the Placement Agents shall be Agents, on a reasonable efforts basis, to act as its exclusive placement agents in connection with the exclusive offer and sale, by the Company, of Shares to the Investors. The Shares are being sold to Investors at a price of $14.50 per share. Each Placement Agents (Agent may retain other than mutually agreed upon brokers or dealers to act as sub-agents of the Placement Agents) on their respective behalf in connection with the offering and sale of the Shares. Until the earlier of the Closing Date (as defined in Section 2 hereof) or the termination of this Agreement, the Company shall not, without the prior consent of the Placement Agents, solicit or accept offers to purchase shares of Common Stock otherwise than through the Placement Agents. (b) The Company expressly acknowledges and agrees that: (i) each Placement Agent’s obligations hereunder are on a reasonable efforts basis, and this Agreement shall not give rise to any commitment by such Placement Agent or any of its affiliates to underwrite or purchase any of the Shares or otherwise provide any financing, (ii) each Placement Agent’s responsibility to the Company is solely contractual in nature, such Placement Agent has been retained solely to act as Placement Agent in connection with the sale of the Shares and no fiduciary or advisory relationship between the Company and such Placement Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether such Placement Agent has advised or is advising the Company on other matters; (iii) the price of the Shares set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Investors, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the Securities transactions contemplated by this Agreement; (iv) it has been advised that the Placement Agents and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Placement Agents have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary or advisory relationship; and (v) it waives, to the fullest extent permitted by law, any claims it may have against the Placement Agents for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agents shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company's registration statement on Form S-1 (File No, including stockholders, employees or creditors of the Company. 333-163867) No Placement Agent shall have authority to bind the Company in respect of the sale of any Shares. The sale of the Shares shall be made pursuant to subscription agreements in the form included as Exhibit A hereto (the “Registration StatementSubscription Agreements”), with . (c) Each Placement Agent shall make commercially reasonable efforts to assist the terms of Company in obtaining performance by each Investor whose offer to purchase Shares has been solicited by such offering (the “Offering”) to be subject to market conditions Placement Agent and negotiations between accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential Investor or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any Placement Agent be obligated to purchase any Shares for its own accounts and, in soliciting purchases of Shares, the Placement Agents shall act solely as the Company’s agent and not as a principal. Notwithstanding the prospective foregoing and except as otherwise provided in Section 1(c), it is understood and agreed that each Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Shares as a principal; provided, however, that any such purchases by such Placement Agent (or its affiliates) shall be fully disclosed to the Company (including the identity of such Investors) and approved by the Company in accordance with Section 1(d). (d) Subject to the provisions of this Section 1, offers for the purchase of Shares may be solicited by any Placement Agent as agent for the Company at such times and in such amounts as such Placement Agent deems advisable. Each Placement Agent shall act on a best efforts basis communicate to the Company, orally or in writing, each reasonable offer to purchase Shares received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase Shares and neither may reject any such offer, in whole or in part. Each Placement Agent shall guarantee that it will have the right, in its discretion reasonably exercised, subject to providing prior notice to the Company, to reject any offer to purchase Shares received by it, in whole or in part, and any such rejection shall not be able to sell deemed a breach of its agreement contained herein. (e) The purchases of Shares by the Securities Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the prospective Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings form attached hereto as Exhibit A. (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). f) As compensation for services rendered, on each the Closing Date, the Company shall pay to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Placement Agents, an aggregate amount based on a cash fee equal to 7.0% certain percentage of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering Shares on such Closing Date as set forth on Annex I hereto (the “ClosingAgency Fee”). Each Placement Agent agrees that the foregoing compensation, which fee together with any expense reimbursement payable hereunder, constitutes all of the compensation that such Placement Agent shall be paid 3.5% entitled to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred by Source receive in connection with the Offeringoffering contemplated hereby; such compensation shall supersede, Source shall in all respects, any and all prior agreements or understandings relating to compensation to be reimbursed received by such Placement Agent from the Boenning for 50% of any such fees and expenses directly out of Company in connection with the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenningoffering contemplated hereby. (bg) The term of No Shares which the Placement Agents’ exclusive engagement will be until the completion of the Offering (the “Exclusive Term”); however, a party hereto may terminate the engagement with respect Company has agreed to itself at any time upon 10 days written notice sell pursuant to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable, will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed deemed to limit have been purchased and paid for, or sold by the ability of Company, until such Shares shall have been delivered to the Investor thereof against payment by such Investor. If the Company shall default in its obligations to deliver Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim or their affiliates to pursue, investigate, analyze, invest in, damage arising from or engage in investment banking, financial advisory or any other business relationship with entities or persons other than as a result of such default by the Company.

Agreement to Act as Placement Agents. (a) On the basis of the respective representations, warranties and agreements of the Company and the Selling Stockholder herein contained, contained and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be agree to act, on a best efforts basis, as the Company's exclusive Placement Agents (other than mutually agreed upon sub-agents of the Placement Agents) in connection with the offering issuance and sale sale, on an all or none basis, by the Company and the Selling Stockholder of the Securities from the Company's registration statement on Form S-1 (File No. 333-163867) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents Shares and the prospective Selling Stockholder Shares to the Investors. Each Placement Agent shall act on a best efforts basis and neither Placement Agent shall guarantee that it will be able to sell the Securities in the prospective Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” Company and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company Selling Stockholder shall pay to the Placement Agents a cash fee equal to 7.09.0% of the respective gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses"Placement Fee") received by the Company (and the “Fee”) Selling Stockholder from the sale of the Securities at Shares and the closing Selling Stockholder Shares, as applicable, as set forth on the cover page of the Offering Prospectus (as hereinafter defined). The obligations of the “Closing”), which fee Company and the Selling Stockholder to pay their proportionate share of the Placement Fee shall be paid 3.5% to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to any legal fees several and expenses incurred by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenningjoint. (b) The term Certificates in negotiable form (endorsed in blank or accompanied by stock powers in blank, with signatures appropriately guaranteed, and any funds necessary for the purchase of stock transfer stamps) representing all of the Placement Agents’ exclusive engagement will Selling Stockholder Shares to be until sold by the completion Selling Stockholder have been placed in custody under a custody agreement (the "Custody Agreement") with the custodian named therein, as Custodian (the "Custodian") and the Selling Stockholder has duly executed and delivered a Power of Attorney (a "Power of Attorney") appointing the attorneys-in-fact named therein, and each of them, with full power of substitution, as Selling Stockholder's attorneys-in-fact (the "Attorneys-in-Fact") with authority to execute this Agreement and the Escrow Agreement (as herein defined) and to deliver this Agreement and the Escrow Agreement on behalf of the Offering (Selling Stockholder, to authorize the “Exclusive Term”); however, a party hereto may terminate delivery of the engagement Selling Stockholder Shares to be sold by the Selling Stockholder hereunder and thereunder and otherwise to act on behalf of the Selling Stockholder in connection with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable, will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of transactions contemplated by this Agreement, the Company's obligation to reimburse Escrow Agreement and the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred Custody Agreement. The Selling Stockholder agrees that the shares represented by the Placement Agents. Nothing certificates held in this custody for the Selling Stockholder under the Custody Agreement shall be construed are subject to limit the ability interests of the Placement Agents hereunder and the arrangements made by the Selling Stockholder for such custody, as well as the appointment by the Selling Stockholder of the Attorneys-in-Fact, are, to that extent, irrevocable. The Selling Stockholder specifically agrees that its obligations hereunder shall not be terminated, except as otherwise provided herein, by any act of the Selling Stockholder, operation of law or their affiliates to pursue, investigate, analyze, invest inotherwise, or engage in investment banking, financial advisory or by the occurrence of any other business relationship with entities or persons other than the Companyevent.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-placement agents of the Placement Agents) in connection with the offering and sale by the Company of the Securities from pursuant to the Company's ’s registration statement on Form S-1 (File No. 333-163867274610) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective InvestorsPurchasers. Each The Placement Agent shall Agents will act on a reasonable best efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agent and not as principal. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings the closing (each a the “Closing” and the date on which each the Closing occurs, a the “Closing Date”). The Closing shall occur via “Delivery Versus Payment”/”Receipt Versus Payment”, i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agents and, upon receipt of such Shares, the Placement Agents shall electronically deliver such Shares to the applicable Purchaser and payment shall be made by the Placement Agents (or their clearing firm) by wire transfer to the Company, and delivery of the Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents the fees and expenses set forth below: (i) a cash fee equal to 7.0% eight percent (8.0%) of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities Units at the closing of the Offering Closing; and (the “Closing”ii) subject to compliance with FINRA Rule 5110(f)(2)(D), which fee shall be paid 3.5% the Company also agrees to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to reimburse the Placement Agents shall be reduced for all travel and other out-of-pocket expenses, including the reasonable fees, costs and disbursements of its legal counsel, in an amount not to 2%exceed an aggregate of $100,000.00. Notwithstanding anything herein to The Company will reimburse the contrary, as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses Placement Agents directly out of the Fee at Closing of the ClosingPlacement. In the event the Offering is terminated, not the Placement Agents will only be entitled to exceed $17,500 the reimbursement of out-of-pocket accountable expenses actually incurred in accordance with FINRA Rule 5110(f)(2)(C). The Placement Agents reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Placement Agents’ aggregate paid by Boenningcompensation is in excess of FINRA Rules or that the terms thereof require adjustment. (b) The term of the Placement Agents’ exclusive engagement will be hereunder shall become effective on the date hereof and shall continue until the completion earlier of (i) the Offering Closing Date and (ii) March 6, 2024 (the “Exclusive TermTermination Date”); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payablepayable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under the FINRA Rules, will survive any expiration or termination of this Agreement. Pursuant All such fees and reimbursements due shall be paid to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of pocket accountable expenses, if any, shall not exceed those out the Termination Date) or upon the closing of pocket expenses actually incurred by the Placement Agents. Offering or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). (c) Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-placement agents of the Placement Agents) in connection with the private offering and sale by the Company of the Securities from pursuant to the Company's ’s registration statement on Form S-1 (File No. 333-163867281333) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each The Placement Agent shall Agents will act on a best reasonable best-efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a the fees and expenses set forth below: (i) A cash fee equal to 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”), which fee . (ii) Such number of Common Stock purchase warrants (the “Placement Agent Warrants”) to ▇▇▇▇ or its designees at each Closing to purchase shares of Common Stock equal to 7.5% of the aggregate number of Shares sold in the Offering. The Placement Agent Warrants shall be paid 3.5% to each Placement Agent; provided, however, have the same terms as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to Warrants except that the Placement Agents Agent Warrants shall have an expiration date of 5 years from the commencement of sales in the Offering and an exercise price equal to $3.46875. The Placement Agent Warrants shall not be reduced transferable for six months from the date of the Offering except as permitted by the Financial Industry Regulatory Authority (“FINRA”). (iii) The Company also agrees to 2%. Notwithstanding anything herein to reimburse the contrary, as to any legal fees and Placement Agents’ expenses incurred by Source in connection (with supporting invoices/receipts) of $150,000 payable immediately upon the Closing of the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning. (b) The term of the Placement Agents’ exclusive engagement will be until the completion of the Offering (the “Exclusive Term”); provided, however, that a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payablepayable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g), will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates respective Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agents. The Company hereby confirms its agreement with you as follows: (a) On the basis of the representations, warranties and agreements of the Company herein containedcontained herein, and subject to all the terms and conditions of this Agreement the Placement Agents Agreement, Citigroup Global Markets Inc. (“Citigroup”) shall be the Company’s exclusive placement agent (the “Placement Agents (other than mutually agreed upon sub-agents of Agent”, and if Citigroup is the only Placement Agent, all references to “Placement Agents) ” in this Agreement shall refer only to Citigroup), acting on a reasonable best efforts basis, in connection with the offering and sale by the Company of the Securities from Shares to the Company's registration statement on Form S-1 (File No. 333-163867) (Investors in a proposed offering pursuant to the “Registration Statement”), with the terms of such the offering (the “Offering”) to be subject to market conditions and negotiations between among the Company, the Placement Agents Company and the prospective Investors. Each Placement Agent shall act on a best efforts basis and neither Placement Agent shall guarantee that it will be able to sell the Securities in the prospective Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Investors (such offering shall be made at one or more closings (each a referred to herein as the “Closing” and the date on which each Closing occurs, a “Closing DateOffering”). As compensation for services rendered, and provided that any of the Shares are sold to Investors in the Offering, on each the Closing DateDate (as defined in Section 1(c) hereof) of the Offering, the Company shall pay to the Placement Agents a cash fee equal to 7.0% six percent (6%) of the aggregate gross proceeds (less $10,000 received prior to raised in the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”), which provided, that no fee shall be paid 3.5% on the gross proceeds received from any Shares sold to Invus, L.P. or its affiliates (the “Placement Fee”). The sale of the Shares shall be made pursuant to subscription agreements in the form included as Exhibit A hereto (each, a “Purchase Agreement” and collectively, the “Purchase Agreements”) on the terms described on Exhibit B hereto. Each Placement Agent shall communicate to the Company, orally or in writing, each offer to purchase Shares received by such Placement Agent; provided, however, as . The Company shall have the sole right to accept offers to purchase the Shares and may reject any such offer in whole or in part. (b) This Agreement shall not give rise to any Investor listed on Exhibit A attached hereto commitment by the fee payable hereunder Placement Agents to purchase any of the Shares, and the Placement Agents shall be reduced have no authority to 2%bind the Company to accept offers to purchase the Shares. Notwithstanding anything herein Each Placement Agent represents and agrees that, without the prior written consent of the Company, it has not made and will not make any offer relating to the contraryShares that would constitute a Free Writing Prospectus that would be required to be filed with the Commission. Each Placement Agent may, with the prior consent of the Company (such consent not to be unreasonably withheld), retain other brokers or dealers to act as to any legal fees and expenses incurred by Source sub-agents on its behalf in connection with the Offering, Source the fees of which shall be reimbursed by the Boenning for 50% of any such fees and expenses directly paid out of such Placement Agent’s portion of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by BoenningPlacement Fee. (bc) The term Payment of the Placement Agents’ exclusive engagement will purchase price for, and delivery of, the Shares shall be until the completion of the Offering made at a closing (the “Exclusive TermClosing”) by email exchange of documentation at 10:00 a.m., New York City time, on or before December 16, 2020, or at such time on such other date as may be agreed upon in writing by the Placement Agents and the Company (such date of payment and delivery being herein called the “Closing Date”); however. All such actions taken at the Closing shall be deemed to have occurred simultaneously. No Shares which the Company has agreed to sell pursuant to the Purchase Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to the Investor thereof against payment therefor by such Investor. If the Company shall default in its obligations to deliver the Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim or damage incurred by the Placement Agents arising from or as a party hereto may terminate result of such default by the engagement with respect Company. (d) On the Closing Date, (i) the Company shall deliver, or cause to itself at any time upon 10 days be delivered, the Shares to the Investors or their designees, and the Investors shall deliver, or cause to be delivered, the purchase price for their respective Shares to the Company pursuant to the terms of the Purchase Agreements, “delivery versus payment” through the facilities of The Depository Trust Company (“DTC”) and (ii) the Company shall wire the amounts owed to the Placement Agents as provided in this Agreement. (e) The Shares shall be registered in such names and in such denominations as each Investor shall request by written notice to the other parties. Notwithstanding anything Company. (f) The Company acknowledges and agrees that the Placement Agents are acting solely in the capacity of an arm’s length contractual counterparty to the contrary contained hereinCompany with respect to the Offering contemplated hereby (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the provisions Company or any other person. Additionally, the Placement Agents are not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning confidentiality, indemnification such matters and contribution contained herein shall be responsible for making its own independent investigation and appraisal of the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreementtransactions contemplated hereby, and the Company’s obligation Placement Agents shall have no responsibility or liability to pay fees actually earned and payable, will survive any expiration or termination of this Agreementthe Company with respect thereto. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse Any review by the Placement Agents of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability benefit of the Placement Agents or their affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons other than and shall not be on behalf of the Company.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-agents of the Placement Agents) in connection with the offering and sale by the Company of the Securities from pursuant to the Company's ’s registration statement on Form S-1 F-1 (File No. 333-163867284536) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between among the Company, the Placement Agents and the prospective Investors. Each The Placement Agent shall Agents will act on a best reasonable best-efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agent and not as principal. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). The Closing shall occur via “Delivery Versus Payment”, i.e., on the Closing Date, the Company shall issue the Securities directly to the account designated by the Placement Agents and, upon receipt of such Shares, the Placement Agents shall electronically deliver such Shares to the applicable Investor and payment shall be made by the Placement Agents (or its clearing firm) by wire transfer to the Company. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a the fees and expenses set forth below: (i) A cash fee equal to 7.06.5% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”). (ii) In accordance with FINRA Rule 5110(g)(5)(A), the Company also agrees to reimburse (a) Placement Agents’ out-of-pocket accountable expenses up to a maximum of $100,000, inclusive of an advance of $50,000 (the “Advance”) paid by the Company to the Placement Agents, in the event of a Closing of the Offering, unless otherwise agreed by the Company and the Placement Agents, payable immediately upon the Closing of the Offering, or up to a maximum of $50,000 in the event there is not a Closing of the Offering, payable upon the ending of the Engagement Period (as defined in the Engagement Agreement), and (b) a non-accountable expense allowance of 1.0% of the gross proceeds received by the Company from the Closing. Notwithstanding the foregoing, upon the consummation of the Offering or the earlier termination of the Engagement Period in accordance with its terms, the balance of any remaining portion of any Advance received by the Placement Agents will promptly be returned by Placement Agents to the Company to the extent such monies were not actually used for reasonable and documented out-of-pocket expenses incurred in compliance with FINRA Rule 5110(g)(4)(A). (iii) The Company and the Placement Agents agree that for a period of six (6) months from the Closing, whether or not the engagement contemplated under this Agreement is terminated (other than termination for Cause, as defined below), the Company hereby grants the Placement Agents the right, on at least the same terms and conditions offered to the Company by other investment banking service providers, to provide investment banking services to the Company on an exclusive basis in all matters for which investment banking services are sought by the Company (such right, the “Right of First Refusal”), which fee right is exercisable in the Placement Agents’ sole discretion. For these purposes, investment banking services shall include, without limitation, (a) acting as lead manager for any underwritten public offering; (b) acting as a lead placement agent, initial purchaser or financial advisor in connection with any private offering of securities of the Company; and (c) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its shares or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the shares or assets of the Company, and any merger or consolidation of the Company with another entity. The Placement Agents shall notify the Company of its intention to exercise the Right of First Refusal within five (5) business days following notice in writing by the Company. Any decision by the Placement Agents to act in any such capacity shall be paid 3.5% to each Placement Agent; providedcontained in separate agreements, howeverwhich agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and shall be subject to general market conditions. If the Placement Agents declines to exercise the Right of First Refusal, the Company shall have the right to retain any Investor listed other person or persons to provide such services on Exhibit A attached hereto terms and conditions which are not more favorable to such other person or persons than the fee payable hereunder to terms declined by the Placement Agents, and the Placement Agents shall be reduced to 2%. Notwithstanding anything herein entitled to the contrarycorresponding portion of service fees reflecting its actual underwritten or placed amount (in case of a public offering) or its actual involvement in such transaction. In accordance with FINRA Rule 5110(g)(5)(B), as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall Right of First Refusal granted hereunder may be reimbursed terminated by the Boenning Company for 50% “Cause,” which shall mean a material breach by the Placement Agents of any such fees and expenses directly out this Agreement or a material failure by the Placement Agents to provide the services as contemplated by this Agreement. The services provided by the Placement Agents hereunder are solely for the benefit of the Fee at Company and are not intended to confer any rights upon any persons or entities not a party hereto (including, without limitation, security holders, employees or creditors of the ClosingCompany) as against the Placement Agents or its directors, not to exceed $17,500 in the aggregate paid by Boenningofficers, agents and employees. (b) The term of the Placement Agents’ exclusive engagement will be until as set forth in the completion of the Offering Engagement Agreement (the “Exclusive Term”as defined below); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payablepayable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g)(4)(A), will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-agents Agreement, each of the Placement Agents) , severally and not jointly, agrees to act as the exclusive placement agents in connection with the offering and sale by the Company of the Securities from pursuant to Section 4(a)(2) of the Company's registration statement on Form S-1 (File No. 333-163867) Securities Act of 1933, as amended (the “Registration StatementSecurities Act”), and Rule 506(b) promulgated thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each The Placement Agent shall Agents will act on a reasonable best efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for their own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a the fees and expenses set forth below: (i) A cash fee equal to 7.06.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”), which fee shall be paid 3.5% . (ii) The Company also agrees to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to reimburse the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to Agents’ expenses, including the contrary, as to any legal fees costs and expenses incurred by Source in connection with of its counsel, of $40,000 payable immediately upon the Closing of the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning. (b) The term of the Placement Agents’ Agent’s exclusive engagement will be until the completion of the Offering (the “Exclusive Term”); provided, however, that a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payablepayable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D), will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability of each of the Placement Agents or their affiliates its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-placement agents of the Placement Agents) in connection with the offering and sale by the Company of the Securities from pursuant to the Company's ’s registration statement on Form S-1 (File No. 333-163867276596) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective InvestorsPurchasers. Each The Placement Agent shall Agents will act on a reasonable best efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for their own respective accounts or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agent and not as principal. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings the closing (each a the “Closing” and the date on which each the Closing occurs, a the “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agents and, upon receipt of such Shares, the Placement Agents shall electronically deliver such Shares to the applicable Purchaser and payment shall be made by the Placement Agents (or their clearing firm) by wire transfer to the Company, and delivery of the Pre-Funded Warrants and the Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents the fees and expenses set forth below: (i) a cash fee equal to seven percent 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities Units and Pre-Funded Units at the closing of the Offering Closing; and (the “Closing”ii) subject to compliance with FINRA Rule 5110(f)(2)(D), which fee shall be paid 3.5% the Company also agrees to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to reimburse the Placement Agents shall be reduced for all travel and other out-of-pocket expenses, including the reasonable fees, costs and disbursements of its legal counsel, in an amount not to 2%exceed an aggregate of $150,000. Notwithstanding anything herein to The Company will reimburse the contrary, as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses Placement Agents directly out of the Fee at Closing of the Closing, not Placement. The Placement Agents reserve the right to exceed $17,500 reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Placement Agents’ aggregate paid by Boenningcompensation is in excess of FINRA Rules or that the terms thereof require adjustment. (b) The term of the Placement Agents’ exclusive engagement will be hereunder shall become effective on the date hereof and shall continue until the completion earlier of (i) the Offering Closing Date and (ii) April 16, 2024 (the “Exclusive TermTermination Date”); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payablepayable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under the FINRA Rules, will survive any expiration or termination of this Agreement. Pursuant All such fees and reimbursements due shall be paid to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of pocket accountable expenses, if any, shall not exceed those out the Termination Date) or upon the closing of pocket expenses actually incurred by the Placement Agents. Offering or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). (c) Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-placement agents of the Placement Agents) in connection with the offering and sale by the Company of the Securities from pursuant to the Company's ’s registration statement on Form S-1 (File No. 333-163867273372) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective InvestorsPurchasers. Each The Placement Agent shall Agents will act on a reasonable best efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agent and not as principal. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings the closing (each a the “Closing” and the date on which each the Closing occurs, a the “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agents and, upon receipt of such Shares, the Placement Agents shall electronically deliver such Shares to the applicable Purchaser and payment shall be made by the Placement Agents (or their clearing firm) by wire transfer to the Company, and delivery of the Pre-Funded Warrants and the Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents the fees and expenses set forth below: (i) a cash fee equal to seven percent 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering Closing; and (the “Closing”ii) subject to compliance with FINRA Rule 5110(f)(2)(D), which fee shall be paid 3.5% the Company also agrees to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to reimburse the Placement Agents shall be reduced for all travel and other out-of-pocket expenses, including the reasonable fees, costs and disbursements of its legal counsel, in an amount not to 2%exceed an aggregate of $125,000.00. Notwithstanding anything herein to The Company will reimburse the contrary, as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses Placement Agents directly out of the Fee at Closing of the Closing, not Placement. The Placement Agents reserve the right to exceed $17,500 reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Placement Agents’ aggregate paid by Boenningcompensation is in excess of FINRA Rules or that the terms thereof require adjustment. (b) The term of the Placement Agents’ exclusive engagement will be hereunder shall become effective on the date hereof and shall continue until the completion earlier of (i) the Offering Closing Date and (ii) September 30, 2023 (the “Exclusive TermTermination Date”); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payablepayable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under the FINRA Rules, will survive any expiration or termination of this Agreement. Pursuant All such fees and reimbursements due shall be paid to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of pocket accountable expenses, if any, shall not exceed those out the Termination Date) or upon the closing of pocket expenses actually incurred by the Placement Agents. Offering or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). (c) Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement the Placement Agents Agreement, Maxim Group LLC shall be the exclusive Placement Agents lead placement agent and ▇▇▇▇ Capital Partners, LLC shall be the co-placement agent, during the term, as provided in the Engagement Agreement (other than mutually agreed upon sub-agents of the Placement Agents) as defined below), in connection with the offering and sale by the Company of the Securities from pursuant to the Company's ’s registration statement on Form S-1 F-1 (File No. 333-163867) 333- 282652), as amended (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each The Placement Agent shall Agents will act on a reasonable best efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of their Affiliates (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agent and not as principal. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities, and the Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment”, i.e., on the Closing Date, the Company shall issue the Securities directly to the account designated by the Placement Agents and, upon receipt of such Securities, the Placement Agents shall electronically deliver such Securities to the applicable Investor and payment shall be made by the Placement Agents (or its clearing firm) by wire transfer to the Company. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a the fees and expenses set forth below: (i) A cash fee (the “Cash Fee”) equal to 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing Closing of the Offering (the “Closing”), which fee shall be paid 3.5% to each Placement AgentOffering; provided, however, as to any Investor listed on Exhibit A attached hereto that the fee payable hereunder to the Placement Agents Cash Fee shall be reduced to 2%. Notwithstanding anything herein 1.5% with respect to gross proceeds received from the sale of the Securities to Investors listed in Exhibit B of the Engagement Agreement. (ii) The Company also agrees to reimburse Placement Agents’ expenses of up to a maximum of $75,000 (inclusive of any advance paid by the Company to the contraryPlacement Agents), payable immediately upon the Closing. (iii) The Placement Agents reserve the right to reduce any item of its compensation or adjust the terms thereof as to any legal fees and expenses incurred by Source specified herein in connection with the Offering, Source event that a determination shall be reimbursed made by Financial Industry Regulatory Authority (“FINRA”) to the Boenning for 50% effect that such Placement Agents’ aggregate compensation is in excess of any such fees and expenses directly out of FINRA rules or that the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenningterms thereof require adjustment. (b) The term of the Placement Agents’ exclusive engagement will be until the completion as provided in Section 1 of the Offering (the “Exclusive Term”); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other partiesEngagement Agreement. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payablepayable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g)(4)(A), will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-placement agents of the Placement Agents) in connection with the offering and sale by the Company of the Securities from Shares pursuant to the Company's registration statement on Form S-1 (File No. 333-163867276804) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each The Placement Agent shall Agents will, severally and not jointly, act on a reasonable best efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Shares, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Shares for their own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Shares shall be made at one or more closings the closing of the Offering (each a the “Closing” and the date on which each the Closing occurs, a the “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a the fees and expenses set forth below: (i) A cash fee equal to 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities Shares at the closing of the Offering Closing. (the “Closing”), which fee shall be paid 3.5% ii) The Company also agrees to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to reimburse the Placement Agents shall be reduced for their expenses (with supporting invoices/receipts) of up to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at $250,000 payable immediately upon the Closing, not to exceed $17,500 in the aggregate paid by Boenning. (b) The term of the Placement Agents’ exclusive engagement will be until the completion as set forth in Section 1 of the Offering Engagement Agreement (the “Exclusive Term”as defined herein); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payablepayable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g), will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agents. The Company hereby confirms its agreement with you as follows: (a) On the basis of the representations, warranties and agreements of the Company herein containedcontained herein, and subject to all the terms and conditions of this Agreement the Placement Agents Agreement, Citigroup Global Markets Inc. (“Citigroup”), B. ▇▇▇▇▇ ▇ecurities, Inc. (“B. ▇▇▇▇▇”) and Pi▇▇▇ ▇▇▇▇▇▇▇ & Co. (“Piper”) shall be the Company’s exclusive Placement Agents placement agents (other than mutually agreed upon sub-agents of the “Placement Agents) ”), each acting on a reasonable best efforts basis, in connection with the offering and sale by the Company of the Securities from to the Company's registration statement on Form S-1 (File No. 333-163867) (Investors in a proposed offering pursuant to the “Registration Statement”), with the terms of such the offering (the “Offering”) to be subject to market conditions and negotiations between among the CompanyCompany and the prospective Investors (such offering shall be referred to herein as the “Offering”). As compensation for services rendered, and provided that any of the Securities are sold to Investors in the Offering, on the Closing Date (as defined in Section 1(c) hereof) of the Offering, the Company shall pay to the Placement Agents a cash fee equal to six percent (6.0%) of the aggregate gross proceeds raised in the Offering at the Closing (the “Placement Fee”). The sale of the Securities shall be made pursuant to securities purchase agreements between the Company and the prospective InvestorsInvestors in the form included as Exhibit B hereto (each, a “Purchase Agreement” and collectively, the “Purchase Agreements”) on the terms described on Exhibit C hereto. This Agreement, the Warrants and the Purchase Agreements are collectively referred to as the “Transaction Documents”. Each Placement Agent shall act on a best efforts basis communicate to the Company, orally or in writing, each offer to purchase Securities received by such Placement Agent. The Company shall have the sole right to accept offers to purchase the Securities and neither may reject any such offer in whole or in part. (b) This Agreement shall not give rise to any commitment by the Placement Agents to purchase any of the Securities, and the Placement Agents shall have no authority to bind the Company to accept offers to purchase the Securities. Each Placement Agent represents and agrees that it has not made and will not make any offer relating to the Securities that would constitute a Free Writing Prospectus that would be required to be filed with the Commission. Each Placement Agent may, with the prior consent of the Company (such consent not to be unreasonably withheld), retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering, the fees of which shall guarantee be paid out of such Placement Agent’s portion of the Placement Fee. Each of the Placement Agents agrees that it will be able use its reasonable best efforts to sell conduct the Securities Offering in compliance with this Agreement and the prospective Offering. Subject to the terms and conditions hereof, payment requirements of applicable law. (c) Payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings a closing (each a the “Closing” ”) by email exchange of documentation at 10:00 a.m., New York City time, on or before November 22, 2022, or at such time on such other date as may be agreed upon in writing by the Placement Agents and the Company (such date on which each Closing occurs, a of payment and delivery being herein called the “Closing Date”). As compensation for services renderedAll such actions taken at the Closing shall be deemed to have occurred simultaneously. No Securities which the Company has agreed to sell pursuant to the Purchase Agreements shall be deemed to have been purchased and paid for, on each Closing Dateor sold by the Company, until such Securities shall have been delivered to the Investor thereof against payment therefor by such Investor. If the Company shall default in its obligations to deliver the Securities to an Investor whose offer it has accepted, the Company shall pay indemnify and hold the Placement Agents harmless against any loss, claim or damage incurred by the Placement Agents arising from or as a result of such default by the Company. (d) On the Closing Date, (i) the Company shall deliver, or cause to be delivered, the Securities to the Investors or their respective designees, and the Investors shall deliver, or cause to be delivered, the purchase price for their respective Securities to the Company pursuant to the terms of the Purchase Agreements, “delivery versus payment” through the facilities of The Depository Trust Company (“DTC”) and (ii) the Company shall wire the amounts owed to the Placement Agents a cash fee equal as provided in this Agreement. (e) The Securities shall be registered in such names and in such denominations as each Investor shall request by written notice to 7.0% the Company. (f) The Company acknowledges and agrees that the Placement Agents are acting solely in the capacity of an arm’s length contractual counterparty to the gross proceeds (less $10,000 received prior Company with respect to the Offering to cover Source’s legal fees contemplated hereby (including in connection with determining the terms of the Offering) and expenses) received by not as a financial advisor or a fiduciary to, or an agent of, the Company (or any other person. Additionally, the “Fee”) from Placement Agents are not advising the sale of the Securities at the closing of the Offering (the “Closing”), which fee shall be paid 3.5% to each Placement Agent; provided, however, Company or any other person as to any Investor listed on Exhibit A attached hereto legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the fee payable hereunder to transactions contemplated hereby, and the Placement Agents shall be reduced to 2%. Notwithstanding anything herein have no responsibility or liability to the contrary, as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning. (b) The term of the Placement Agents’ exclusive engagement will be until the completion of the Offering (the “Exclusive Term”); however, a party hereto may terminate the engagement Company with respect to itself at any time upon 10 days written notice to the other partiesthereto. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable, will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse Any review by the Placement Agents of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability benefit of the Placement Agents or their affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons other than and shall not be on behalf of the Company.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Company engages the Placement Agents, on a commercially reasonable efforts basis, to act as its exclusive placement agents and the Representative, as the representative of this Agreement the Placement Agents shall be in connection with the exclusive offer and sale, by the Company, of the Securities to the Purchasers. The Securities are being sold to the Purchasers pursuant to the Subscription Agreements on the terms described on Schedule A hereto. The Placement Agents (may retain other than mutually agreed upon brokers or dealers to act as sub-agents of the Placement Agents) on their respective behalf in connection with the offering and sale of the Securities. Until the earlier of the Closing Date (as defined in Section 4 hereof) or the termination of this Agreement, the Company shall not, without the prior consent of the Representative on behalf of the Placement Agents, solicit or accept offers to purchase the Securities otherwise than through the Placement Agents. (b) The Company expressly acknowledges and agrees that the Placement Agents’ obligations hereunder are on a commercially reasonable efforts basis, and this Agreement shall not give rise to any commitment by the Company Placement Agents or any of their affiliates to underwrite or purchase any of the Securities from or otherwise provide any financing. No Placement Agent shall have authority to bind the Company in respect of the sale of any Securities. The sale of the Securities shall be made pursuant to the Subscription Agreements. (c) Each Placement Agent shall make commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Securities has been solicited by such Placement Agent and accepted by the Company's registration statement on Form S-1 (File No, but the Placement Agents shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential Purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. 333-163867) (the “Registration Statement”)Under no circumstances will any Placement Agent be obligated to purchase any Securities for its own account and, with the terms in soliciting purchases of such offering (the “Offering”) to be subject to market conditions and negotiations between the CompanySecurities, the Placement Agents shall act solely as the Company’s agent and not as a principal. Notwithstanding the prospective foregoing and except as otherwise provided in Section 3(d), it is understood and agreed that each Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Securities as a principal; provided, however, that any such purchases by such Placement Agent (or its affiliates) shall be fully disclosed to the Company (including the identity of such Investors) and approved by the Company in accordance with Section 3(d). (d) Subject to the provisions of this Section 3, offers for the purchase of Securities may be solicited by any Placement Agent as agent for the Company at such times and in such amounts as such Placement Agent deems advisable. Each Placement Agent shall act on a best efforts basis communicate to the Company, orally or in writing, each reasonable offer to purchase Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase Securities and neither may reject any such offer, in whole or in part. Each Placement Agent shall guarantee that it will be able have the right, in its discretion, subject to sell the Securities in the prospective Offering. Subject providing prior notice to the terms and conditions hereofCompany, payment of the to reject any offer to purchase price forSecurities received by it, in whole or in part, and delivery of, the Securities any such rejection shall not be made at one or more closings deemed a breach of its agreement contained herein. (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). e) As compensation for services rendered, on each the Closing Date, the Company shall pay to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Placement Agents, an aggregate amount based on a cash fee equal to 7.0% certain percentage of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of Securities on the Securities at the closing of the Offering Closing Date as set forth on Schedule A hereto (the “ClosingAgency Fee”). Each Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable hereunder, constitutes all of the compensation that such Placement Agent shall be entitled to receive in connection with the offering contemplated hereby; such compensation shall supersede, in all respects, any and all prior agreements or understandings relating to compensation to be received by such Placement Agent from the Company in connection with the offering contemplated hereby. In addition, the Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant (“Representative’s Warrant”) for the purchase of an aggregate of 20,313 shares of Common Stock, representing 2.5% of the Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit E (the “Representative’s Warrant Agreement”), which fee shall be paid 3.5exercisable, in whole or in part, commencing on a date which is one (1) year after the Closing Date and expiring on the five-year anniversary of the Closing Date at an initial exercise price per share of Common Stock of $10.00, which is equal to 125% of the offering price of the Securities. The Representative’s Warrant and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to each together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the underlying shares of Common Stock during the one hundred eighty (180) days after the date of the Final Prospectus and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the date of the Final Prospectus to anyone other than (i) a Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred by Source Agent or a selected dealer in connection with the Offering, Source shall be reimbursed by or (ii) a bona fide officer or partner of the Boenning for 50% Representative or of any such fees Placement Agent or selected dealer; and expenses directly out of only if any such transferee agrees to the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenningforegoing lock-up restrictions. (bf) The term of No Securities which the Placement Agents’ exclusive engagement will be until the completion of the Offering (the “Exclusive Term”); however, a party hereto may terminate the engagement with respect Company has agreed to itself at any time upon 10 days written notice sell pursuant to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable, will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed deemed to limit have been purchased and paid for, or sold by the ability of Company, until such Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted and from whom subscription proceeds have been received, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim or their affiliates to pursue, investigate, analyze, invest in, damage arising from or engage in investment banking, financial advisory or any other business relationship with entities or persons other than as a result of such default by the Company.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, contained and subject to all of the terms and conditions of this Placement Agency Agreement (the “Agreement”), the Company engages the Placement Agents shall be the to act as its exclusive Placement Agents (other than mutually agreed upon sub-placement agents of the Placement Agents) in connection with the offering issuance and sale by the Company of the Securities from the Company's registration statement on Form S-1 (File No. 333-163867) (the “Registration Statement”)Shares and each Placement Agent, with the terms severally and not jointly, hereby agrees, as an agent of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, to use its commercially reasonable efforts to solicit offers to purchase the Placement Agents and the prospective Investors. Each Placement Agent shall act on a best efforts basis and neither Placement Agent shall guarantee that it will be able to sell the Securities in the prospective Offering. Subject to Shares upon the terms and conditions hereof, payment set forth in the Prospectus. Prior to the earlier of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and i) the date on which each this Agreement is terminated and (ii) the Closing occursDate (as defined below), a the Company shall not, without the prior consent of the Lead Placement Agent, solicit or accept offers to purchase Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding as of the date hereof or pursuant to the Company’s Employee Stock Purchase Plan in effect on the date hereof (the “Closing DateESPP”) or the Company’s 401(k) Plan in effect on the date hereof (the “Plan”). ) otherwise than through the Placement Agents in accordance herewith. (b) As compensation for the services renderedrendered hereunder, on each the Closing DateDate (as defined below), the Company shall pay to the Placement Agents a cash fee Agents, by wire transfer of immediately available U.S. funds payable to the order of the Placement Agents, to an account or accounts designated by the Placement Agents, an amount equal to 7.06% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company from the sale of the Shares (the “Fee”) from the sale ), with 56% of the Securities at Fee payable to the closing Lead Placement Agent and 22% of the Offering (the “Closing”), which fee shall be paid 3.5% Fee payable to each of the Co-Placement Agent; providedAgents. The Placement Agents may, howeverin their discretion, retain other brokers or dealers to act as sub-agents on the Placement Agents’ behalf in connection with the offering of the Shares. (c) This Agreement shall not give rise to a commitment by the Placement Agents or any Investor listed on Exhibit A attached hereto of their affiliates to underwrite or purchase any of the fee payable hereunder to Shares or otherwise provide any financing, and the Placement Agents shall be reduced have no authority to 2%bind the Company in respect of the sale of any Shares. Notwithstanding anything herein The Company shall have the sole right to accept offers to purchase the contrary, as to Shares and may reject any legal fees and expenses incurred by Source such offer in connection with whole or in part. The sale of the Offering, Source Shares shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not made pursuant to exceed $17,500 purchase agreements in the aggregate paid by Boenning. (b) The term of the Placement Agents’ exclusive engagement will be until the completion of the Offering form attached hereto as Exhibit A (the “Exclusive TermPurchase Agreements”); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable, will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons other than the Company.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-placement agents of the Placement Agents) in connection with the private offering and sale by the Company of the Securities from pursuant to the Company's ’s registration statement on Form S-1 (File No. 333-163867282043) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each The Placement Agent shall Agents will act on a best reasonable best-efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a the fees and expenses set forth below: (i) A cash fee equal to 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”), which fee excluding proceeds from officers and directors of the Company, existing noteholders and any individuals or entities that the Company brings to the Offering (collectively, the “Company Investors”). (ii) Such number of Common Stock purchase warrants (the “Placement Agent Warrants”) to R▇▇▇ or its designees at each Closing to purchase shares of Common Stock equal to 10.0% of the aggregate number of Shares and Pre-Funded Warrants sold in the Offering, excluding Securities sold to the Company Investors and proceeds from the cash exercise of the Warrants. The Placement Agent Warrants shall have the same terms as the Common Warrants except that the Placement Agent Warrants shall have an expiration date of 3 years from the commencement of sales in the Offering and an exercise price equal to $____1. The Placement Agent Warrants shall not be transferable for six months from the date of the Offering except as permitted by the Financial Industry Regulatory Authority (“FINRA”). (iii) The Company also agrees to reimburse the Placement Agents’ expenses (with supporting invoices/receipts) of $50,000 payable immediately upon the Closing of the Offering including amounts reimbursed on paid 3.5% to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to behalf of the Placement Agents shall be reduced pursuant to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by BoenningSection 6(ix). (b) The term of the Placement Agents’ exclusive engagement will be until the completion of the Offering (the “Exclusive Term”); provided, however, that a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payablepayable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g), will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates respective Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons Persons (as defined below) other than the Company.. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). 1 110% of the offering price

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-placement agents of the Placement Agents) in connection with the offering and sale by the Company of the Securities from pursuant to the Company's ’s registration statement on Form S-1 (File No. 333-163867274610) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective InvestorsPurchasers. Each The Placement Agent shall Agents will act on a reasonable best efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agent and not as principal. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings the closing (each a the “Closing” and the date on which each the Closing occurs, a the “Closing Date”). The Closing shall occur via “Delivery Versus Payment”/“Receipt Versus Payment”, i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agents and, upon receipt of such Shares, the Placement Agents shall electronically deliver such Shares to the applicable Purchaser and payment shall be made by the Placement Agents (or their clearing firm) by wire transfer to the Company, and delivery of the Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents the fees and expenses set forth below: (i) a cash fee equal to 7.0% eight percent (8.0%) of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities Units at the closing of the Offering Closing; and (the “Closing”ii) subject to compliance with FINRA Rule 5110(f)(2)(D), which fee shall be paid 3.5% the Company also agrees to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to reimburse the Placement Agents shall be reduced for all travel and other out-of-pocket expenses, including the reasonable fees, costs and disbursements of its legal counsel, in an amount not to 2%exceed an aggregate of $100,000.00. Notwithstanding anything herein to The Company will reimburse the contrary, as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses Placement Agents directly out of the Fee at Closing of the ClosingPlacement. In the event the Offering is terminated, not the Placement Agents will only be entitled to exceed $17,500 the reimbursement of out-of-pocket accountable expenses actually incurred in accordance with FINRA Rule 5110(f)(2)(C). The Placement Agents reserve the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Placement Agents’ aggregate paid by Boenningcompensation is in excess of FINRA Rules or that the terms thereof require adjustment. (b) The term of the Placement Agents’ exclusive engagement will be hereunder shall become effective on the date hereof and shall continue until the completion earlier of (i) the Offering Closing Date and (ii) March 6, 2024 (the “Exclusive TermTermination Date”); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payablepayable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under the FINRA Rules, will survive any expiration or termination of this Agreement. Pursuant All such fees and reimbursements due shall be paid to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of pocket accountable expenses, if any, shall not exceed those out the Termination Date) or upon the closing of pocket expenses actually incurred by the Placement Agents. Offering or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). (c) Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-agents Agreement, each of the Placement Agents) , severally and not jointly, agrees to act as the exclusive placement agents in connection with the offering and sale by the Company of the Securities from pursuant to the Company's ’s registration statement on Form S-1 S-3 (File No. 333-163867248895) (the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each The Placement Agent shall Agents will act on a reasonable best efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for their own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a the fees and expenses set forth below: (i) A cash fee equal to 7.0% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “Closing”), which fee . (ii) Placement Agent warrants issuable to R▇▇▇ (the “Placement Agent Warrants”) to acquire a number of shares of the Company’s Common Stock equal to 5.0% of the number of shares of the Company’s Common Stock issued or issuable pursuant to the Securities issued in the Offering. The Placement Agent Warrants shall be paid 3.5% to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto exercisable for a period of five (5) years following the fee payable hereunder Closing at an exercise price equal to the exercise price of the Warrants in the Offering. (iii) The Company also agrees to reimburse the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to Agents’ expenses, including the contrary, as to any legal fees costs and expenses incurred by Source in connection with of its counsel, of $100,000 payable immediately upon the Closing of the Offering. (iv) In addition, Source shall be reimbursed by the Boenning for 50% a period of any such fees and expenses directly out of the Fee at six months (6) after the Closing, not if the Company decides to exceed $17,500 (i) pursue any public or private offering of equity, equity-linked or debt securities, then the Company shall offer R▇▇▇ the right to act as the exclusive placement agent or lead underwriter and bookrunner, as applicable, for such financing, in each case under a separate agreement containing terms and conditions customary for transactions of this type and mutually agreed upon by the aggregate paid by BoenningCompany and R▇▇▇. (b) The term of the Placement Agents’ R▇▇▇’▇ exclusive engagement will be until the completion of the Offering (the “Exclusive Term”); provided, however, that a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payablepayable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D), will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents R▇▇▇ or their affiliates its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agents. (a) On the basis of the representations, representations and warranties and agreements of the Company herein contained, and subject to all the terms and conditions of set forth in this Agreement Agreement, the Company engages the Placement Agents shall be Agents, on a reasonable efforts basis, to act as its exclusive placement agents in connection with the exclusive offer and sale, by the Company, of the Shares to the Investors. The Shares are being sold to Investors at a price of $23.00 per share. Each Placement Agents (Agent may retain other than mutually agreed upon brokers or dealers to act as sub-agents of the Placement Agents) on their respective behalf in connection with the offering and sale of the Shares. Until the earlier of the Closing Date (as defined in Section 2 hereof) or the termination of this Agreement, the Company shall not, without the prior consent of the Placement Agents, solicit or accept offers to purchase shares of Common Stock otherwise than through the Placement Agents. (b) The Company expressly acknowledges and agrees that: (i) each Placement Agent’s obligations hereunder are on a reasonable efforts basis, and this Agreement shall not give rise to any commitment by such Placement Agent or any of its respective affiliates to underwrite or purchase any of the Shares or otherwise provide any financing, (ii) each Placement Agent’s responsibility to the Company is solely contractual in nature, such Placement Agent has been retained solely to act as Placement Agent in connection with the sale of the Shares and no fiduciary or advisory relationship between the Company and such Placement Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether such Placement Agent has advised or is advising the Company on other matters; (iii) the price of the Shares set forth in this Agreement was established by the Company following discussions and arms-length negotiations with the Investors, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the Securities transactions contemplated by this Agreement; (iv) it has been advised that the Placement Agents and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Placement Agents have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary or advisory relationship; and (v) it waives, to the fullest extent permitted by law, any claims it may have against the Placement Agents for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agents shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company's registration statement on Form S-1 (File No, including stockholders, employees or creditors of the Company. 333-163867) No Placement Agent shall have authority to bind the Company in respect of the sale of any Shares. The sale of the Shares shall be made pursuant to subscription agreements in the form included as Exhibit A hereto (the “Registration StatementSubscription Agreements”), with . (c) Each Placement Agent shall make commercially reasonable efforts to assist the terms of Company in obtaining performance by each Investor whose offer to purchase Shares has been solicited by such offering (the “Offering”) to be subject to market conditions Placement Agent and negotiations between accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential Investor or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any Placement Agent be obligated to purchase any Shares for its own accounts and, in soliciting purchases of Shares, the Placement Agents shall act solely as the Company’s agent and not as a principal. Notwithstanding the prospective foregoing and except as otherwise provided in Section 1(c), it is understood and agreed that each Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Shares as a principal; provided, however, that any such purchases by such Placement Agent (or its affiliates) shall be fully disclosed to the Company (including the identity of such Investors) and approved by the Company in accordance with Section 1(d). (d) Subject to the provisions of this Section 1, offers for the purchase of Shares may be solicited by any Placement Agent as agent for the Company at such times and in such amounts as such Placement Agent deems advisable. Each Placement Agent shall act on a best efforts basis communicate to the Company, orally or in writing, each reasonable offer to purchase Shares received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase Shares and neither may reject any such offer, in whole or in part. Each Placement Agent shall guarantee that it will have the right, in its discretion reasonably exercised, subject to providing prior notice to the Company, to reject any offer to purchase Shares received by it, in whole or in part, and any such rejection shall not be able to sell deemed a breach of its agreement contained herein. (e) The purchases of Shares by the Securities Investors shall be evidenced by the execution of the Subscription Agreements by each of the parties thereto in the prospective Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings form attached hereto as Exhibit A. (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). f) As compensation for services rendered, on each the Closing Date, the Company shall pay to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Placement Agents, an aggregate amount based on a cash fee equal to 7.0% certain percentage of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering Shares on such Closing Date as set forth on Annex I hereto (the “ClosingAgency Fee”). Each Placement Agent agrees that the foregoing compensation, which fee together with any expense reimbursement payable hereunder, constitutes all of the compensation that such Placement Agent shall be paid 3.5% entitled to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred by Source receive in connection with the Offeringoffering contemplated hereby; such compensation shall supersede, Source shall in all respects, any and all prior agreements or understandings relating to compensation to be reimbursed received by such Placement Agent from the Boenning for 50% of any such fees and expenses directly out of Company in connection with the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenningoffering contemplated hereby. (bg) The term of No Shares which the Placement Agents’ exclusive engagement will be until the completion of the Offering (the “Exclusive Term”); however, a party hereto may terminate the engagement with respect Company has agreed to itself at any time upon 10 days written notice sell pursuant to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable, will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed deemed to limit have been purchased and paid for, or sold by the ability of Company, until such Shares shall have been delivered to the Investor thereof against payment by such Investor. If the Company shall default in its obligations to deliver Shares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim or their affiliates to pursue, investigate, analyze, invest in, damage arising from or engage in investment banking, financial advisory or any other business relationship with entities or persons other than as a result of such default by the Company.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement between the Placement Agents Company and you, ▇▇▇▇ Capital Partners, LLC and Boenning & Scattergood, Inc. shall be the Company’s exclusive Placement Agents placement agents (other than mutually agreed upon sub-agents of in such capacity, the “Placement Agents) ”), on a reasonable efforts basis, in connection with the offering issuance and sale by the Company of the Securities from to the Company's registration statement on Form S-1 Investors in a proposed takedown under the Registration Statement (File No. 333-163867) (the “Registration Statement”as defined below), with the terms of such each offering (the “Offering”) to be subject to market conditions and negotiations between the Company, ▇▇▇▇ Capital and the prospective Investors (such takedown shall be referred to herein as the “Offering”). As compensation for services rendered, and provided that any of the Securities are sold to Investors in the Offering, on the Closing Date (as defined below) of the Offering, the Company shall pay to the Placement Agents an amount equal to 7% of the gross proceeds received by the Company from the sale of the Securities (the “Placement Fee”). The Placement Fee shall be allocated between the Placement Agents as they may agree. The sale of the Securities shall be made pursuant to a securities purchase agreement in the form included as Exhibit A hereto (the “Purchase Agreement”) on the terms described on Exhibit B hereto. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. Notwithstanding the foregoing, it is understood and agreed that the Placement Agents or any of their respective affiliates may, solely at their discretion and without any obligation to do so, purchase Securities as principal; provided, however, that any such purchases by the Placement Agents (or their respective affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the previous sentence. (b) This Agreement shall not give rise to any commitment by the Placement Agents to purchase any of the Securities, and the Placement Agents shall have no authority to bind the Company. The Placement Agents shall act on a reasonable efforts basis and do not guarantee that they will be able to raise new capital in the Offering. The Placement Agents may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering, the fees of which shall be paid out of the Placement Fee. Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date (as defined below), the Company shall not, without the prior written consent of the Placement Agents, solicit or accept offers to purchase Securities of the Company (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agents in accordance herewith. (c) The Company acknowledges and agrees that the Placement Agents shall act as independent contractors, and not as fiduciaries, and any duties of the Placement Agents with respect to investment banking services to the Company, including the offering of the Securities contemplated hereby (including in connection with determining the terms of the Offering), shall be contractual in nature, as expressly set forth herein, and shall be owed solely to the Company. Each party disclaims any intention to impose any fiduciary or similar duty on the other. Additionally, the Placement Agents have not advised, nor are advising, the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Placement Agents shall have no responsibility or liability to the Company with respect thereto. Any review by the Placement Agents of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Placement Agents and has not been and shall not be on behalf of the prospective InvestorsCompany or any other person. Each It is understood that the Placement Agent shall act on a best efforts basis Agents have not and neither will not be rendering an opinion to the Company as to the fairness of the terms of the Offering. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Placement Agent shall guarantee that it will be able to sell the Securities Agents may have financial interests in the prospective Offering. Subject success of the Offering contemplated hereby that are not limited to the terms Placement Fee. The Company hereby waives and conditions hereofreleases, payment to the fullest extent permitted by law, any claims that the Company may have against the Placement Agents with respect to any breach or alleged breach of fiduciary duty. (d) Payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings a closing (each a the “Closing” ”) at the offices of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ P.C., counsel for the Placement Agents, located at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Roseland, NJ 07068 at 10:00 a.m., local time, as soon as practicable after the determination of the public offering price of the Securities, but not later than on October 5, 2009 (such date of payment and delivery being herein called the date on which each Closing occurs, a “Closing Date”). As compensation for services renderedAll such actions taken at the Closing shall be deemed to have occurred simultaneously. No Securities which the Company has agreed to sell pursuant to this Agreement and the Purchase Agreement shall be deemed to have been purchased and paid for, on each Closing Dateor sold by the Company, until such Securities shall have been delivered to the Investor thereof against payment therefore by such Investor. If the Company shall default in its obligations to deliver Securities to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim or damage incurred by the Placement Agents arising from or as a result of such default by the Company. (e) On or before the Closing Date, each Investor shall pay by wire transfer of immediately available funds to an account previously specified by the Company an amount equal to the product of (x) the number of Securities such Investor has agreed to purchase and (y) the purchase price per unit as set forth on the cover page of the Prospectus (as defined below) (the “Purchase Amount”). On the Closing Date, upon confirmation of the receipt of the Purchase Amounts from the Investors, the Company shall (i) deliver or cause to be delivered the Securities to the Investors, with the delivery of the Shares to be made, if possible, through the facilities of The Depository Trust Company’s DWAC system, and the delivery of the Warrants to be made by mail to the Investors to the addresses set forth on the Purchase Agreement and (ii) pay to the Placement Agents a cash fee equal to 7.0% of (A) the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received Placement Fee as directed by the Company Placement Agents and (B) the “Fee”out-of-pocket expense reimbursement to which the Placement Agents are entitled pursuant to Section 4 hereof. (f) from the sale of the The Securities at the closing of the Offering (the “Closing”), which fee shall be paid 3.5% to each Placement Agent; provided, however, registered in such names and in such denominations as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred request by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning. (b) The term of the Placement Agents’ exclusive engagement will be until the completion of the Offering (the “Exclusive Term”); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable, will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons other than the Company.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-placement agents of the Placement Agents) in connection with the offering and sale by the Company of the Securities from pursuant to the Company's registration statement on Form S-1 F-1 (File No. 333-163867333-[●]) (the “Registration Statement”), ) with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents Representative and the prospective Investors. Each The Placement Agent shall Agents will act on a best reasonable best-efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of their respective “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for their own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. The Placement Agents may employ other FINRA member firms as selected dealers at their discretion. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings closing (each a the “Closing” and the date on which each the Closing occurs, a the “Closing Date”). As compensation for services rendered, on each the Closing Date, the Company shall pay to the Placement Agents Representative a cash fee equal to 7.0% six percent (6%) of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at the closing of the Offering (the “ClosingCash Fee”), which fee shall be paid 3.5% to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to the Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to any legal fees and expenses incurred by Source in connection with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by Boenning. (b) The term of the Placement Agents’ exclusive engagement will be until the earlier of (i) completion of the Offering (the “Exclusive Term”); however, a party hereto may terminate and (ii) the date the Representative or the Company terminates the engagement with respect according to itself the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of twelve (12) months from the date hereof, the engagement may be terminated at any time by either the Representative or the Company upon 10 ten (10) days written notice to the other partiesparty, effective upon receipt of written notice to that effect by the other party. Notwithstanding anything If the Company elects to terminate this Agreement for any reason even though the contrary contained hereinPlacement Agents were prepared to proceed with the Offering reasonably within the intent of this Agreement, and if within twelve (12) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of Investors identified or contacted by the Placement Agents during the term of this Agreement (provided, however, that the Company and the Representative shall agree upon a written list of such eligible Investors in good faith), then the Company will pay the Representative upon the closing of such financing the compensation set forth in Section 3 herein which is attributable to such eligible Investors. Unless otherwise provided under this Agreement, the provisions concerning the Company’s obligation to reimburse, confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive for twelve (12) months any expiration or termination of this AgreementAgreement for any reason. All fees due to the Representative shall be paid by the Company to the Representative on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). Furthermore, the Company agrees that during the Placement Agents’ engagement hereunder, all inquiries from prospective U.S. Investors and with respect to the Offering will be referred to the Representative. Additionally, except as set forth hereunder or otherwise disclosed to the Representative in writing, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to the Offering. (c) The Company and the Representative agree that for a period of twelve (12) months from the Closing Date, whether or not the engagement contemplated under this Agreement is terminated (other than termination for Cause, as defined below), the Company grants the Representative the right, on at least the same terms and conditions offered to the Company by other investment banking service providers, to provide investment banking services to the Company in all matters for which investment banking services are sought by the Company (such right, the "Right of First Refusal"), which right is exercisable in the Representative's sole discretion. For these purposes, investment banking services shall include, without limitation, (a) acting as lead manager for any underwritten public offering; (b) acting as a lead placement agent, initial purchaser or financial advisor in connection with any private offering of securities of the Company; and (c) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. The Representative shall notify the Company of its intention to exercise the Right of First Refusal within fifteen (15) business days following notice in writing by the Company. Any decision by the Representative to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Representative and shall be subject to general market conditions. If the Representative declines to exercise the Right of First Refusal, the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not more favorable to such other person or persons than the terms declined by the Representative, and the Company’s obligation Representative shall be entitled to pay the corresponding portion of service fees actually earned and payable, will survive any expiration reflecting its actual underwritten or termination placed amount (in case of a public offering) or its actual involvement in such transaction. The Right of First Refusal granted hereunder may be terminated by the Company for “Cause,” which shall mean a material breach by the Representative of this Agreement or a material failure by the Representative to provide the services as contemplated by this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse The services provided by the Placement Agents hereunder are solely for out the benefit of pocket accountable expensesthe Company and are not intended to confer any rights upon any persons or entities not a party hereto (including, if anywithout limitation, shall not exceed those out security holders, employees or creditors of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability of Company) as against the Placement Agents or their affiliates to pursuerespective directors, investigateofficers, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons other than the Companyagents and employees.

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement Agreement, the Placement Agents shall be the exclusive Placement Agents (other than mutually agreed upon sub-placement agents of the Placement Agents) in connection with the private offering and sale by the Company of the Securities from the Company's registration statement on Form S-1 (File No. 333-163867) (the “Registration Statement”)Securities, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agents and the prospective Investors. Each The Placement Agent shall Agents will act on a reasonable best efforts basis and neither Placement Agent shall the Company agrees and acknowledges that there is no guarantee that it will be able to sell of the Securities successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agents or any of their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agents shall act solely as the Company’s agents and not as principals. The Placement Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agents a the fees and expenses set forth below: (i) A cash fee equal to 7.05.85% of the gross proceeds (less $10,000 received prior to the Offering to cover Source’s legal fees and expenses) received by the Company (the “Fee”) from the sale of the Securities at each Closing, payable in accordance with the closing of the Offering terms specified on Schedule A. (the “Closing”), which fee shall be paid 3.5% ii) The Company also agrees to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to the reimburse Placement Agents shall be reduced to 2%. Notwithstanding anything herein to the contrary, as to any legal for certain fees and expenses incurred by Source in connection accordance with the Offering, Source shall be reimbursed by the Boenning for 50% of any such fees and expenses directly out of the Fee at the Closing, not to exceed $17,500 in the aggregate paid by BoenningSection 7 hereof. (b) The term of the Placement Agents’ exclusive engagement will be until the completion of the Offering or the Offering is abandoned (the “Exclusive Term”); provided, however, that a party hereto may terminate the engagement with respect to itself at any time upon 10 days 3 days’ written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payablepayable and to reimburse expenses actually incurred and reimbursable pursuant to Section 7 hereof and which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D), will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agents. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement the Placement Agents Agreement, J.▇. ▇▇▇▇▇▇ Securities LLC and P▇▇▇▇ ▇▇▇▇▇▇▇ & Co shall be the Company’s exclusive Placement Agents placement agents (other than mutually agreed upon sub-agents of in such capacity, the “Placement Agents) ”), acting on a reasonable best efforts basis, in connection with the offering issuance and sale by the Company of the Securities from to the Company's registration statement on Form S-1 (File No. 333-163867) (Investors in a proposed offering pursuant to the “Registration Statement”), with the terms of such the offering (the “Offering”) to be subject to market conditions and negotiations between among the Company, the Placement Agents and the prospective InvestorsInvestors (such offering shall be referred to herein as the “Offering”). Each As compensation for services rendered, and provided that any of the Securities are sold to the Investors in the Offering, on the Closing Date (as defined in Section 1(c) hereof) of the Offering, the Company shall pay to the Placement Agents an amount in the aggregate equal to 4.5% of the gross proceeds received by the Company from the sale of the Shares and Prepaid Warrants (the “Placement Fee”). J.▇. ▇▇▇▇▇▇ Securities LLC shall receive 85% of the Placement Fee and P▇▇▇▇ ▇▇▇▇▇▇▇ & Co. shall receive 15% of the Placement Fee. The Placement Agents will not receive any fees in connection with the sale or exercise of the Common Warrants. The sale of the Securities shall be made pursuant to the securities purchase agreement in the form included as Exhibit A hereto (the “Securities Purchase Agreement”) on the terms described on Exhibit B hereto. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. The Company further understands and agrees that each Placement Agent shall provide its services hereunder independently from any other Placement Agent and that no Placement Agent will rely upon any services or work performed by any other Placement Agent. Accordingly, the Company further agrees that no Placement Agent shall have any liability to the Company or its securityholders for any actions or omissions of the other Placement Agent. (b) This Agreement shall not give rise to any commitment by the Placement Agents to purchase any of the Securities, and the Placement Agents shall have no authority to bind the Company to accept offers to purchase the Securities. The Placement Agents shall act on a reasonable best efforts basis and neither Placement Agent shall does not guarantee that it will be able to sell the Securities raise new capital in the prospective Offering. Subject Prior to the terms earlier of (i) the date on which this Agreement is terminated and conditions (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agents, solicit or accept offers to purchase Securities (other than pursuant to the exercise of options to purchase Common Stock or vesting of restricted stock units (“RSUs”) that are outstanding under existing equity incentive plans at the date hereof) otherwise than through the Placement Agents in accordance herewith. The Company acknowledges and agrees that the Placement Agents shall have no liability (in tort, payment contract or otherwise) to the Company, its affiliates or any other person for any losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) (each a “Loss” and, collectively, the “Losses”) arising from its own acts or omissions in performing its obligations as Placement Agents in connection with the Offering, except for any such Losses that are finally judicially determined to have resulted primarily from its willful misconduct, bad faith, gross negligence or willful misconduct in performing its services hereunder. (c) Payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings a closing (each a the “Closing” ”) at the offices of C▇▇▇▇▇ LLP, counsel for the Placement Agents, located at 5▇ ▇▇▇▇▇▇ ▇▇▇▇▇, New York, NY 10001at 10:00 A.M. New York City time on June 22, 2022, or at such time on such other date as may be agreed upon in writing by the Placement Agents and the Company (such date on which each Closing occurs, a of payment and delivery being herein called the “Closing Date”). As compensation for services renderedAll such actions taken at the Closing shall be deemed to have occurred simultaneously. No Shares and Warrants which the Company has agreed to sell pursuant to this Agreement and the Securities Purchase Agreement shall be deemed to have been purchased and paid for, on each Closing Dateor sold by the Company, until such Shares and Warrants shall have been delivered to the Investors against payment therefor by the Investors. If the Company shall default in its obligations to deliver the Shares and Warrants to the Investors whose offer it has accepted, the Company shall pay indemnify and hold the Placement Agents harmless against any loss, claim or damage incurred by the Placement Agents arising from or as a result of such default by the Company. (d) On the Closing and on each closing date of the purchase and sale of Warrant Shares, (i) the Company shall deliver, or cause to be delivered, the Securities to the Investors or their designee, and the Investors shall deliver, or cause to be delivered, the purchase price for the Securities to the Company pursuant to the terms of the Securities Purchase Agreement, “delivery versus payment” and (ii) the Company will wire the amounts owed to the Placement Agents a cash fee equal to 7.0% as provided in this Agreement. Delivery of the gross proceeds (less $10,000 received prior to Shares and Warrant Shares shall be made “delivery versus payment” through the Offering to cover Source’s legal fees and expenses) received by the facilities of The Depository Trust Company (the “FeeDTC”) from the sale of the Securities at the closing of the Offering (the “Closing”), which fee shall be paid 3.5% to each Placement Agent; provided, however, as to any Investor listed on Exhibit A attached hereto the fee payable hereunder to unless the Placement Agents shall otherwise instruct. The Warrants shall be reduced to 2%. Notwithstanding anything herein delivered to the contraryInvestors in definitive form, registered in such names and in such denominations as to any legal fees and expenses incurred by Source the Investors shall request in connection with writing not later than the Offering, Source shall Closing Date. The Warrants will be reimbursed made available for inspection by the Boenning for 50% of any such fees and expenses directly out of Placement Agents on the Fee at business day prior to the Closing, not to exceed $17,500 in the aggregate paid by Boenning. (be) The term of Securities shall be registered in such names and in such denominations as the Investors, unless otherwise instructed by the Placement Agents’ exclusive engagement will be until the completion of the Offering (the “Exclusive Term”); however, a party hereto may terminate the engagement with respect to itself at any time upon 10 days shall request by written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable, will survive any expiration or termination of this Agreement. Pursuant to FINRA Rule 5110(f)(2)(d), upon any termination of this Agreement, the Company's obligation to reimburse the Placement Agents for out of pocket accountable expenses, if any, shall not exceed those out of pocket expenses actually incurred by the Placement Agents. Nothing in this Agreement shall be construed to limit the ability of the Placement Agents or their affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with entities or persons other than the Company.