Common use of Conditions of Placement Agent’s Obligations Clause in Contracts

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (i) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that or any similar purpose shall have been initiated or threatened by the SEC, the NASD, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefrom. (b) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing Owner, dated the Initial Closing, to the effect that as of the date of this Agreement and as of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory in form and substance to the Placement Agent and its counsel.

Conditions of Placement Agent’s Obligations. (a) The obligations of the several Placement Agent to undertake the placement of Units as provided herein shall be hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy accuracy, as of the representations date hereof and at the Closing Date (as if made at such Closing Date), of and compliance with all representations, warranties and agreements of the Managing Owner, the Trust and the Funds Company contained herein, to the performance by the Managing Owner, the Trust and the Funds Company of their respective its obligations hereunder and to the following additional conditions: (ia) The Registration Statement shall have become be effective, and the Placement Agent shall have received notice thereof; no Stop Order stop order suspending the effectiveness of the Registration Statement or any amendment thereof shall have been issued and issued; no proceeding proceedings for that or any similar purpose the issuance of such an order shall have been initiated or threatened by the SEC, the NASD, the NFA, or the CFTCthreatened; and all requests any request of the Commission for additional information on (to be included in the part of Registration Statement or the SEC, the NASD, the NFA and the CFTC, Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefromsatisfaction. (b) The occurrence Placement Agent shall not have advised the Company that the Registration Statement or the Prospectus, or any amendment thereof or supplement thereto (including any term sheet within the meaning of Rule 434 of the Initial Closing shall be subject (unless waived by Rules and Regulations), contains an untrue statement of fact which, in your opinion, is material, or omits to state a fact which, in the Placement Agent’s opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) Except as contemplated in the Prospectus, subsequent to the continuing accuracy respective dates as of which information is given in the Registration Statement and the Prospectus, neither the Company nor any of its subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or pursuant to the Company’s [ ] Employee Stock Purchase Plan), or any material change in the short-term or long-term debt of the representations and warranties Company, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Managing OwnerCompany or any of its subsidiaries, or any Material Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the Trust ordinary course of business), that, in the judgment of the Placement Agent, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the Funds contained herein manner contemplated in the Prospectus. (d) On or after the date hereof no “nationally recognized statistical organization,” as of and through the Initial Closing, to the performance that term is defined by the Managing OwnerCommission for purposes of Rule 436(g)(2) under the Securities Act shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions:Company’s debt securities or preferred stock. (ie) As of On the Initial ClosingClosing Date, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing Owner, dated the Initial Closing, to the effect that as of the date of this Agreement and as of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units there shall have been made in a manner reasonably satisfactory furnished to you, with executed an original for the Placement Agent, the opinion of Liskow & ▇▇▇▇▇, counsel for the Company, dated such Closing Date and addressed to you, in form and substance to the Placement Agent and its counselas set forth on Exhibit C hereto.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties of the Managing Owner, Company shall be true and correct when made on the Trust date hereof and the Funds contained herein, to the performance by the Managing Owner, the Trust on and the Funds as of their respective obligations hereunder each Closing Date as though made on and to the following conditions:as of each Closing Date. (ib) The Company shall have performed and complied with all agreements, covenants and conditions required to be performed and complied with by it under the Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order at or before each Closing. (c) No order suspending the effectiveness use of the Registration Statement or enjoining the offering or sale of the Shares shall have been issued issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated or threatened by pending, or, to the SEC, the NASD, the NFA, or the CFTC; and all requests for additional information on the part best of the SECCompany's knowledge, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering contemplated or its compensation therefromthreatened. (bd) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer and certificates of the chief financial officer of the Managing OwnerCompany, dated as of each Closing Date, certifying on behalf of the Initial ClosingCompany, in such detail as Placement Agent may reasonably request, as to the effect that as fulfillment of the date of this Agreement conditions set forth in subparagraphs (a), (b) and as of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and(c) above. (iie) The issuance, sale and delivery of Units Company shall have been made in a manner reasonably satisfactory in form and substance delivered to the Placement Agent (i) a currently dated good standing certificate from the Secretary of State of Delaware and its counseleach jurisdiction in which the Company is qualified to do business as a foreign corporation, and (ii) certified resolutions of the Company's Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement and the Registration Statement. (f) At each Closing, the Company shall have (i) paid to the Placement Agent the Placement Agent's Fee in respect of all Shares sold by Placement Agent at such Closing and (ii) paid all fees, costs and expenses set forth herein.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent hereunder to undertake the placement of Units as provided herein shall be affect a Closing are subject (unless waived by the Placement Agent) to the continuing accuracy fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by the Company shall be true and correct on each Closing Date. (b) The Company shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by it at or before the Closing. (c) The Subscription Documents do not, and as of the Managing Ownerdate of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the Trust and statements therein, in light of the Funds contained hereincircumstances under which they were made, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following conditions:not misleading. (id) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order No order suspending the effectiveness use of the Registration Statement Subscription Documents or enjoining the Offering or sale of the Securities shall have been issued issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated or threatened pending, or, to the best of the Company’s knowledge, be contemplated or threatened. (e) No holder of any of the Securities from the Offering will be subject to personal liability solely by reason of being such a holder, and except as described in the SECSubscription Documents, none of the NASD, Company’s shares of Common Stock and Brokers’ Warrant Shares will be subject to preemptive or similar rights of any stockholder or security holder of the NFACompany, or an adjustment under the CFTC; and all requests for additional information on the part antidilution or exercise rights of any holders of any outstanding shares of capital stock, membership units, options, warrants or other rights to acquire any securities of the SEC, the NASD, the NFA and the CFTC, Company. (f) There shall have been complied with no material adverse change nor development involving a prospective change in the financial condition, operations or projects of the Company, except where such change would not have a Company Material Adverse Effect on the business activities, financial or otherwise, results of operations or prospects of the Company, taken individually or in the aggregate. (g) At each Closing, the Company shall have (i) paid to the reasonable satisfaction of the Placement Agent and its counsel; and the Broker Cash Fee in respect of all Securities sold at such Closing, (ii) The NASD, upon review of the terms of the Offering, shall not have objected executed and delivered to the Placement Agent’s participation Agent the Brokers’ Warrants in the Offering or its compensation therefromrespect of all Securities sold at such Closing, and (iii) paid all fees, costs and expenses as set forth in Section 4(f) hereof. (bh) The occurrence There shall have been delivered to the Placement Agent a signed opinion of counsel to the Company, containing such legal opinions as are customarily delivered in similar transactions, dated as of the Initial initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions:Date. (i) As All proceedings taken at or prior to the Closing in connection with the authorization, issuance and sale of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing Owner, dated the Initial Closing, to the effect that as of the date of this Agreement and as of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner Common Stock and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner Brokers’ Warrants will be reasonably satisfactory in form and substance to the Placement Agent, and the Placement Agent shall have been furnished with all such documents, certificates and its counselopinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (j) If in connection with the Offering, the Placement Agent determines that they or the Company would be required to make a filing with the FINRA to enable the Placement Agent to act as agent in the Offering, the Company will do the following: The Company will reasonably cooperate with the Placement Agent with respect to all FINRA filings that the Company or the Placement Agent may be required to make and provide all information and documentation necessary to make the filings in a timely manner. (k) The Company agrees and understands that this Agreement in no way constitutes a guarantee that the Offering will be successful. The Company acknowledges that the Company is ultimately responsible for the successful completion of a transaction.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties of the Managing Owner, the Trust and the Funds Company contained herein, in this Agreement which are qualified as to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (i) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness of the Registration Statement materiality shall have been issued true and no proceeding for that or any similar purpose shall have been initiated or threatened by the SECcorrect, the NASD, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefrom. (b) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, Company which are not qualified to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent materiality shall have received a certificate of the chief executive officer been true and of the chief financial officer of the Managing Ownercorrect in all material respects, dated the Initial Closingin each case, to the effect that as of the date of this Agreement and as of each Closing Date as though made on and as of each Closing Date, except to the Initial extent any such representation or warranty expressly speaks of a particular date, in which case it shall be true and correct as of such date. (b) The Company shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by it hereunder at or before each Closing. (c) No order suspending the use of the Securities Purchase Agreement or enjoining the offering or sale of the Securities shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to the best of the Company's knowledge, are contemplated or threatened. (d) The Placement Agent shall have received certificates of the Chief Executive Officer of the Company, dated as of the applicable Closing Date, certifying: (i) the adoption by the Company's Board of Directors of attached resolutions authorizing, among other things, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated herein, and (ii) the incumbency and signatures of the officers of the Company executing this Agreement, the Ancillary Agreements and the other agreements and instruments contemplated herein.. (e) The Company shall have delivered to the Placement Agent a currently dated good standing certificate from the Secretary of State of Nevada and each jurisdiction in which the Company is qualified to do business as a foreign corporation. (f) On or prior to the date hereof and at each Closing, the Company shall have delivered to the Placement Agent a certificate of an authorized officer of the Company certifying that the representations and warranties of the Managing Owner Company contained herein were in this Agreement and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed in each certificate or document delivered by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory in form and substance Company to the Placement Agent and its counselInvestors in connection with the transactions contemplated hereby and thereby are true and correct when made on the date hereof and shall be true and correct in all material respects on and as of the Closing Date, as though made on and as of such date and the Company shall have performed all obligations and complied in all material respects with all agreements, undertakings, covenants and conditions required hereunder or thereunder to be performed by it prior to the Closing. (g) At each Closing, the Company shall have (i) paid to the Placement Agent the Placement Agent's Fee in respect of all Securities sold at such Closing, (ii) paid all fees, costs and expenses set forth in Section 5(i) hereof, and (iii) executed and delivered to the Placement Agent the Agent's Warrants in an amount proportional to the Securities sold at such Closing. (h) There shall have been delivered to the Placement Agent a signed opinion of outside counsel to the Company, dated as of each Closing Date, in substantially the form attached hereto as Exhibit A.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy fulfillment, at or before the closing of the Offering, of the following additional conditions: (a) Each of the representations and warranties of the Managing OwnerCompany shall be true and correct in all material respects, other than representations and warranties that contain materiality or knowledge standards or qualifications (which representations and warranties shall be true and correct in all respects) when made on the Trust date hereof and on and as of the Funds contained herein, to Closing Date as though made on and as of the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following conditions:Closing Date. (ib) The Registration Statement Company shall have become effectiveperformed and complied in all material respects with all agreements, covenants and conditions that it is required to perform and/or comply under the Placement Agent shall have received notice thereof; no Stop Order Transaction Documents at or before the closing of the Offering. (c) No order suspending the effectiveness use of the Registration Statement Memorandum or enjoining the offering or sale of the Units shall have been issued issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated or threatened by the SECand pending, the NASDor, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; andCompany’s knowledge, are contemplated or threatened. (iid) The NASD, upon review of Immediately at the terms closing of the Offering, the Company shall not have objected have, and upon the closing of the Merger Pubco shall have, an outstanding capitalization as described in the Memorandum. In the case of the Company, all Membership Units currently outstanding and the Units and the Membership Units included in the Units that may be issued at the closing of the Offering will be, upon issuance, validly issued, fully paid, and non-assessable. In the case of Pubco, all shares of capital stock outstanding immediately prior to the Merger are, and all shares which may be issued the Merger will be upon issuance, validly issued, fully paid, and non-assessable. Prior to the closing of the Merger, neither the Company nor Pubco will issue any securities upon the exercise of warrants or options, without the written authorization of the Placement Agent’s participation , except those warrants and options as set forth in the Offering or its compensation therefromMemorandum. (be) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer certificates of the Managing OwnerMember of the Company, dated the Initial Closing, to the effect that as of the date Closing Date, certifying on behalf of the Company, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (f) The Company shall have delivered to the Placement Agent (i) with respect to the Company, a currently dated good standing certificate from the Secretary of State of Delaware and each jurisdiction in which the Company is qualified to do business as a foreign corporation, (ii) with respect to Pubco, a currently dated good standing certificate from the Secretary of State of Nevada and each jurisdiction in which the Pubco is qualified to do business as a foreign corporation, (iii) a certificate from the Company’s Managing member that this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement and the other Transaction Documents have been approved by all requisite corporate and member action and (iv) certified resolutions of Pubco’s Board of Directors approving the Merger Agreement and the other documents related to the Merger as identified in the Merger Agreement, and the transactions and agreements contemplated by the Merger Agreement and those other documents. (g) On or prior to the date hereof and at the closing of the Offering, the Managing Member of the Company shall have provided a certificate to the Placement Agent confirming on behalf of the Company that there have been no undisclosed material and adverse changes in the business condition (financial or otherwise) or prospects of the Company from the date of the latest financial statements included in the Memorandum, the absence of undisclosed liabilities (other than liabilities arising in the ordinary course of business subsequent to the date of the most recent balance sheet included in the Memorandum) and such other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably request. (h) At the closing of this Offering, the Company shall have (i) paid to the Placement Agent its Placement Agent’s Fee in respect of all Units sold at the closing, (ii) paid all fees, costs and expenses as set forth in Section 5(i) hereof, and (iii) executed and delivered to the Placement Agent the Broker’s Warrants. (i) There shall have been delivered to the Placement Agent a signed opinion of counsel (including a 10(b)-5 opinion in customary form) to the Company (“Company Counsel”), dated as of the Initial ClosingClosing Date, in the form reasonably satisfactory to counsel for the Placement Agent. (j) Prior to the closing of the Offering, Pubco shall have engaged Continental Stock Transfer & Trust Company as its transfer agent for purposes of handling the transfers of its capital stock and other securities. (k) All proceedings taken at or prior to the closing of the Offering in connection with the authorization, issuance and sale of the Units, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner Investor Warrants and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner Broker’s Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as they may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (l) On or immediately prior to the closing of the Offering, Pubco and the Placement Agent shall have entered into a Financial Services Advisory Agreement (the “Advisory Agreement”) in a form acceptable to the Company and the Placement Agent and their respective counsels, which Advisory Agreement will become effective immediately upon the closing of the Merger. The Advisory Agreement shall provide that the Placement Agent, or an affiliate thereof, shall provide Pubco with such advisory services regarding Pubco’s financing needs and capitalization as Pubco shall request from time to time and that in consideration for the obligation to provide such services, Pubco, immediately upon the closing of the Merger shall issue to the Placement Agent a warrant entitling the holder thereof to purchase up to 500,000 shares of Common Stock for $1.50 per share at any time during the five-year period beginning on the date of issuance of such warrant. The Advisory Agreement shall also provide that for a period of two (2) years from the Closing Date, Pubco shall give the Placement Agent the irrevocable preferential right of first refusal to purchase for the Placement Agent’s account or to act as agent for any proposed private offering of Pubco’s securities by Pubco. The Advisory Agreement shall further provide the Placement Agent the opportunity to purchase or sell such securities on terms no less favorable than it can obtain elsewhere. If within 20 business days of the receipt of such notice of intention and statement of terms the Placement Agent does not accept in writing such offer to purchase such securities or to act as agent with respect to such offering upon the terms proposed, Pubco shall be free to negotiate terms with third parties with respect to such offering and to effect such offering on such proposed terms. Before Pubco shall accept any proposal materially less favorable to it than as originally proposed to the Placement Agent, the Placement Agent’s preferential rights shall be applied, and the procedure set forth above with respect to such modified proposal adopted. The Placement Agent’s failure to exercise these preferential rights in any situation shall not affect the Placement Agent’s preferential rights to any subsequent offering during the term of the right of first refusal agreement. The Company represents and warrants that it has not granted any preferential rights similar to those set forth in this Section 6(l) to any party other than the Placement Agent with regard to the transactions contemplated by this Section 6(l) and, to its knowledge, no other person has any right to participate in any offer, sale or distribution of the Pubco’s securities to which the Placement Agent’s preferential rights shall apply.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy fulfillment, at or before each Closing, of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following additional conditions: (ia) Each of the representations, warranties and covenants of the Company shall be true, complete and accurate in all material respects, other than representations, warranties and covenants that contain materiality or knowledge standards or qualifications (which representations and warranties shall be true and correct in all respects) when made on the date hereof, on the respective dates of the Investment Letters and the Memorandum, and on and as of each Closing Date as though made on and as of each Closing Date. (b) The Registration Statement Company shall have become effectiveperformed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by it under the Placement Agent shall have received notice thereof; no Stop Order Transaction Documents at or before each Closing. (c) No order suspending the effectiveness use of the Registration Statement Memorandum or enjoining the offering or sale of the Units shall have been issued issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated and pending, or, to the best of the Company's knowledge, are contemplated or threatened by threatened. (d) Immediately prior to the SECFirst Closing, the NASDCompany will have an outstanding capitalization as shall be described in the Memorandum. All shares of capital stock currently outstanding are, and all shares which may be issued at any Closing will be upon issuance, validly issued, fully paid, and non-assessable. After the First Closing (during the period beginning on the date of the First Closing and ending on the date of the Final Closing), the NFACompany shall not issue any securities other than (i) issuances and option plans specifically set forth in the Memorandum, or (ii) the CFTC; Agent's Warrants and all requests for additional information on the part (iii) those issued in prior Closings of the SECsale of Units in connection with the Offering), without the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction written authorization of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefrom. (be) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent shall have received certificates of the President of the Company, dated as of each Closing Date, certifying on behalf of the Company, in such detail as Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (f) The Company shall have delivered to the Placement Agent (i) a currently dated good standing certificate from the Secretary of State of the State of Delaware, and each jurisdiction in which the Company is qualified to do business as a foreign corporation, and (ii) certified resolutions of the Company's Board of Directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement and the other Transaction Documents. (g) On or prior to the date hereof and at each Closing, the President of the Company shall have provided a certificate to the Placement Agent confirming on behalf of the chief executive officer Company that there have been no undisclosed material and adverse changes in the business condition (financial or otherwise) or prospects of the chief financial officer of the Managing Owner, dated the Initial Closing, to the effect that as of Company from the date of this Agreement and as the latest financial statements included in the Memorandum, the absence of undisclosed liabilities (other than liabilities arising in the ordinary course of business subsequent to the date of the Initial most recent balance sheet included in the Memorandum) and such other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably request. (h) At each Closing, the representations Company shall have (i) paid to the Placement Agent the Placement Agent's Fee in respect of all Units sold at such Closing and warranties of the Managing Owner contained herein were and are accurateExpense Allowance, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuancepaid all fees costs and expenses set forth in Section 6(h) hereof, sale and delivery of (iii) executed and delivered to the Placement Agent the Agent's Warrants in an amount proportional to the Units sold at such Closing to the Investors. (i) There shall have been made delivered to the Placement Agent a signed opinion of counsel to the Company (including a 10b-5 opinion in a manner customary form), dated as of each Closing Date, in the form agreed upon prior to Closing. (j) All proceedings taken at or prior to each Closing in connection with the authorization, issuance and sale of the shares of Preferred Stock and the Agent's Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as they may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be Agents hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein, to the performance by the Managing Owner, the Trust Company of its covenants and the Funds of their respective other obligations hereunder and to the following additional conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agents: (a) The Final Prospectus Supplement shall have been filed with the Commission pursuant to Rule 424(b) at or before 5:30 p.m., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). (b) The respective representations and warranties of the Company contained herein shall be true and correct on the date hereof and on and as of the Closing Date and the statements of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date. (c) On the date hereof and as of the Closing Date: (i) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order stop order suspending the effectiveness of the Registration Statement shall have been issued under the Act and no proceeding proceedings initiated under Section 8(d) or 8(e) of the Act for that purpose or any similar purpose pursuant to Section 8A of the Act shall have been initiated or be pending or, to the knowledge of the Company, threatened by the SECCommission, the NASD, the NFA, or the CFTC; and all requests (ii) any request for additional information on the part of the SECCommission (to be included in the Registration Statement, the NASD, Pricing Disclosure Package or the NFA and the CFTC, Final Prospectus Supplement or otherwise) shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; andAgents. (iid) Subject to the execution and delivery of this Agreement and as of the Closing Date, no event or condition of a type described in Section 2(k) hereof shall have occurred or shall exist that is material and adverse to the Company (without duplication of any material adverse effect qualifier contained therein), which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Final Prospectus Supplement (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Placement Agents makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Final Prospectus Supplement. (e) The NASD, upon review of the terms of the Offering, Company shall not have objected furnished to the Placement Agent’s participation in the Offering or its compensation therefrom. (b) The occurrence Agents a certificate of the Initial Closing shall be subject (unless waived Company, signed by the Placement Agent) Chief Executive Officer, President or Chief Financial Officer of the Company, dated the Closing Date, to the continuing accuracy effect that he or she has carefully examined the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement, any supplements or amendments thereto and this Agreement and that, to the knowledge of such officer and subject to the execution and delivery of this Agreement and as of the Closing Date: 1) the representations and warranties of the Managing OwnerCompany in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on such date, the Trust except for those representations and warranties that speak solely as of a specific date and were true and correct as of such date, and the Funds contained herein as Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; 2) no stop order suspending the effectiveness of the Registration Statement or notice by the Commission objecting to its use has been issued and through the Initial Closingno proceedings for that purpose have been instituted or, to the performance by the Managing OwnerCompany’s knowledge, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions:threatened; and (i3) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing Owner, dated the Initial Closing, confirming to the effect that set forth in paragraph (d) above. (f) The Company shall have requested and caused PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft to have furnished to the Placement Agents, on the date of this Agreement and at the Closing Date, comfort letters, dated respectively as of the date of this Agreement and as of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory Closing Date in form and substance reasonably satisfactory to the Placement Agent Agents, including confirmation that (i) they are an independent registered public accounting firm with respect to the Company within the meaning of the Act and the applicable rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board (United States) (“PCAOB”) and (ii) they have performed an audit of the consolidated financial statements of the Company as of December 31, 2021 and 2020, and for each of the three years in the period ended December 31, 2021, and the related financial statement schedule. (g) The Company shall have requested and caused to be delivered an opinion, and, if not covered in such opinion, a negative assurance letter of Freshfields Bruckhaus De▇▇▇▇▇▇ ▇LP, counsel for the Company, addressed to each of the Placement Agents and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agents. (i) The Placement Agents shall have received from La▇▇▇▇ & Wa▇▇▇▇▇ ▇LP, counsel for the Placement Agents, such letter and opinion or opinions dated the Closing Date, addressed to each of the Placement Agents and addressing such matters as the Placement Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. (j) Subsequent to the earlier of (i) the Initial Sale Time and (ii) the execution and delivery of this Agreement, (A) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, or guaranteed by, the Company or any of its counselsubsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (B) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its Subsidiaries (other than an announcement with positive implications of a possible upgrading). (k) The Company shall have submitted to Nasdaq a Notification of Listing of Additional Shares with respect to the Shares and the Warrant Shares and Nasdaq shall not have objected thereto. (l) Prior to the Closing Date, the Company shall have furnished to the Placement Agents (1) a certificate of the chief financial officer with respect to certain financial data contained in or incorporated by reference into the Registration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement, in form and substance reasonably satisfactory to the Placement Agents and (2) such further information, certificates and documents as the Placement Agents may reasonably request. The documents required to be delivered by this Section 4 shall be delivered by email exchange on the Closing Date.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent hereunder to undertake the placement of Units as provided herein shall be affect a Closing are subject (unless waived by the Placement Agent) to the continuing accuracy fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by the Company shall be true and correct on each Closing Date. (b) The Company shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed, and complied with by it at or before the Closing. (c) The Subscription Documents do not, and as of the Managing Ownerdate of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the Trust and statements therein, in light of the Funds contained hereincircumstances under which they were made, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following conditions:not misleading. (id) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order No order suspending the effectiveness use of the Registration Statement Subscription Documents or enjoining the Offering or sale of the Bridge Notes shall have been issued issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated or threatened pending, or, to the best of the Company's knowledge, be contemplated or threatened. (e) No holder of any of the Bridge Notes from the Offering will be subject to personal liability solely by reason of being such a holder, and except as described in the SECSubscription Documents, none of the NASDCompany's Bridge Notes, the NFAUnit Shares, Unit Warrants, Unit Warrant Shares, Placement Agent Warrants, or the CFTC; and all requests for additional information on the part Placement Agent Warrant Shares will be subject to preemptive or similar rights of any stockholder or security holder of the SECCompany, or an adjustment under the NASDantidilution or exercise rights of any holders of any outstanding shares of capital stock, membership units, options, warrants or other rights to acquire any securities of the NFA and the CFTC, Company. (f) There shall have been complied with to no material adverse change nor development involving a prospective change in the reasonable satisfaction financial condition, operations or projects of the Placement Agent and its counsel; and (ii) The NASDCompany, upon review except where such change would not have a Company Material Adverse Effect on the business activities, financial or otherwise, results of operations or prospects of the terms of the OfferingCompany, shall not have objected to the Placement Agent’s participation taken individually or in the Offering or its compensation therefromaggregate. (bg) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial ClosingIf requested, the Placement Agent shall have received a certificate of the chief executive officer and Chief Executive Officer of the chief financial officer of the Managing OwnerCompany, dated the Initial Closing, to the effect that as of the Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c), (d), (e) and (f) above. (h) The Company shall have delivered to the Placement Agent: (i) a good standing certificate dated as of a date within 10 days prior to the date of the First Closing from the secretary of state of its jurisdiction of incorporation and (ii) resolutions of the Company's Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, and the Subscription Documents, all as certified by the Chief Executive Officer of the Initial Company. (i) At each Closing, the representations and warranties Company shall have (i) paid to the Placement Agent the Placement Agent Cash Fee in respect of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial all Bridge Notes sold at such Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuanceexecuted and delivered to the Placement Agent the Placement Agent Warrants in respect of all Bridge Notes sold at such Closing, sale and delivery of Units (iii) paid all fees, costs and expenses as set forth in Section 5 hereof. (j) There shall have been made delivered to the Placement Agent a signed opinion of counsel to the Company dated as of each Closing date. (k) All proceedings taken at or prior to the Closing in a manner connection with the authorization, issuance and sale of the Bridge Notes and the Placement Agent Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (l) The Company agrees and understands that this Agreement in no way constitutes a guarantee that the Offering will be successful. The Company acknowledges that the Company is ultimately responsible for the successful completion of a transaction.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy fulfillment, at or before each Closing, of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following additional conditions: (ia) Each of the representations, warranties and covenants of the Company shall be true and correct, in all material respects, when made on the date hereof and on and as of each Closing Date as though made on and as of each Closing Date. (b) The Registration Statement Company shall have become effectiveperformed and complied with all agreements, covenants and conditions required to be performed and complied with by it under the Placement Agent shall have received notice thereof; no Stop Order Transaction Documents at or before each Closing. (c) No order suspending the effectiveness use of the Registration Statement Memorandum or enjoining the offering or sale of the Units shall have been issued issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated or threatened by pending, or, to the SEC, the NASD, the NFA, or the CFTC; and all requests for additional information on the part best of the SECCompany’s knowledge, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering are contemplated or its compensation therefromthreatened. (b) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (id) As of the Initial First Closing, the Company will have the authorized capitalization as described in the Memorandum. (e) The Placement Agent shall have received a certificate of the chief executive officer and Chief Executive Officer of the chief financial officer Company, dated as of each Closing Date, certifying, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the Managing Ownerconditions set forth in paragraphs (a), (b), (c) and (d) above. (f) The Company shall have delivered to the Placement Agent: (i) a currently dated good standing certificate from the Initial Secretary of State of Delaware and each jurisdiction in which the Company is qualified to do business as a foreign corporation and (ii) at the First Closing, certified resolutions of the Company’s Board of Directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement and the other Transaction Documents, including without limitation, the Charter Amendments (as defined in the Memorandum). (g) At each Closing, the Chief Executive Officer and the Chief Financial Officer of the Company shall have provided a certificate to the effect Placement Agent confirming that there have been no material adverse changes in the condition (financial or otherwise) of the Company from the date of the financial statements included in the Memorandum, the absence of undisclosed known material liabilities (other than liabilities arising in the ordinary course of business subsequent to the date of the most recent balance sheet included in the Memorandum) and such other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably request. (h) At each Closing, the Company shall pay and deliver to the Placement Agent the Placement Agent’s Fee and the Agent’s Expenses, each calculated in accordance with Sections 3(d) and 3(f) hereof, respectively. (i) At the First Closing, the Company and the Placement Agent shall have entered into the Placement Agent Warrant Agreement. At each Closing the Company shall have delivered to the Placement Agent and/or its designees, the appropriate number of Agent’s Warrants, calculated in accordance with Section 3(e) hereof. (j) At the First Closing, the Company and the Placement Agent shall have entered into the ROFR Agreement. (k) At the First Closing and each Closing thereafter, (i) the Company and each Investor, as of the date of this thereof, shall have entered into a Subscription Agreement and (ii) the Company, the Investors as of the Initial date thereof and the Placement Agent shall have entered into the Registration Rights Agreement. At each Closing following the First Closing, the representations additional Investors shall have entered into a Subscription Agreement and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; andRegistration Rights Agreement. (iil) The issuance, sale and delivery of Units There shall have been made delivered to the Placement Agent a signed opinion of counsel to the Company (“Company Counsel”), dated as of each Closing Date, in a manner form and substance satisfactory to the Placement Agent and counsel to the Placement Agent, in their sole discretion. (m) All proceedings taken at or prior to each Closing in connection with the authorization, issuance and sale of the Notes, Warrants, Warrant Shares, the Conversion Shares and the Agent’s Securities will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent hereunder to undertake effect the placement of Units as provided herein shall be Closing are subject (unless waived by the Placement Agent) to the continuing accuracy fulfillment, at or before the Closing, of the following additional conditions: (a) Each of the representations and warranties made by Redpoint qualified as to materiality shall be true and correct at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations and warranties made by Redpoint not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) Redpoint and Pubco shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by them as contained herein or as set forth in the Memorandum at or before the Closing, including, without limitation, Pubco’s specific assumption of all obligations hereunder. (c) No order suspending the use of the Managing Owner, Memorandum or enjoining the Trust and the Funds contained herein, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (i) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness Offering or sale of the Registration Statement Units shall have been issued issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated or threatened by the SECpending, the NASDor, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction best of the Placement Agent Redpoint’s and its counsel; and (ii) The NASDPubco’ knowledge, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering be contemplated or its compensation therefromthreatened. (bd) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer Chief Executive Officer of each of Redpoint and of the chief financial officer of the Managing OwnerPubco, dated the Initial Closing, to the effect that as of the Closing date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b) and (c) above. (e) Redpoint and Pubco shall have delivered to the Placement Agent: (i) a good standing certificate dated as of a date within 10 days prior to the Closing date from the secretary of state of its jurisdiction of incorporation; and (ii) resolutions of Redpoint’s and Pubco’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, the Merger Agreement and the Memorandum, certified by the Chief Executive Officer of Redpoint and Pubco, and (iii) resolutions of Redpoint’s shareholders and Pubco, in its capacity as sole shareholder of its merger subsidiary, approving the Merger Agreement and the transactions and agreements contemplated by the Merger Agreement. (f) At each Closing, the Company shall pay to the Placement Agent its Selling Commissions, Marketing Allowance, Management Fee and Expense Reimbursement and shall issue the Placement Agent Warrants earned in such Closing. (g) Redpoint shall deliver to the Placement Agent a signed opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, counsel to Redpoint, dated as of the Initial ClosingClosing Date, substantially in the representations and warranties form annexed hereto as Exhibit A-1. Redpoint shall use commercially reasonable efforts to cause Pubco to deliver to the Placement Agent a signed opinion of the Managing Owner contained herein were and are accurateits counsel, except as disclosed therein, and that dated as of the Initial Closing Date, substantially in the form annexed hereto as Exhibit A-2. (h) Lock-up agreements with all of Redpoint’s executive officers, directors, employees and stockholders who own in the aggregate 4% of the fully-diluted ownership of Redpoint prior to the Closing, in form and substance reasonably acceptable to the obligations to be performed by Placement Agent and consistent with the Managing Owner and terms set forth in the Trust hereunder on or prior thereto have been fully performedMemorandum, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made executed and delivered to the Placement Agent. (i) All proceedings taken at or prior to the Closing in a manner connection with the authorization, issuance and sale of the Shares, the Warrants and the Placement Agent Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (j) The Merger Agreement shall have been consummated. (k) A registration rights agreement, in form and substance reasonably acceptable to the Placement Agent, shall be executed and delivered by the Company, covering any shares of Common Stock of the Company owned by the Placement Agent and its designees, including, without limitation, Common Stock issuable upon exercise of the Placement Agent Warrants.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be hereunder are subject (unless waived by as of the Placement Agentdate hereof and on the Termination Date) to the continuing accuracy of and compliance with the representations and warranties of the Managing Owner, the Trust and the Funds contained Company herein, to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to the following additional conditions: (ia) The Registration Statement shall have become effectiveOn or prior to the Termination Date, and the Placement Agent shall have received notice thereof; no Stop Order order suspending the effectiveness use of the Registration Statement shall Memorandum or enjoining the offering or sale of the Shares will have been issued and no proceeding proceedings for that purpose or any a similar purpose shall will have been initiated or threatened by will be pending or, to the SEC, knowledge of the NASD, the NFA, Placement Agent or the CFTCCompany, will be contemplated; and all requests for additional information any request on the part of the SEC, SEC or any securities authority of a state wherein the NASD, the NFA and the CFTC, shall Shares are being offered for additional information will have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to counsel for the Placement Agent’s participation in the Offering or its compensation therefrom. (b) The occurrence On the date of the Initial Closing Memorandum and the Termination Date (i) the Memorandum and any amendments or supplements thereto will contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and will conform in all material respects to the requirements of the Act and the Regulations, and neither the Memorandum nor any amendment or supplement thereto will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made; (ii) since the respective dates as of which information is given in the Memorandum, there will not have been any material adverse change in the financial condition, results of operations or affairs of the Company from that set forth or contemplated in the Memorandum, except changes which the Memorandum indicates might occur after the date thereof; (iii) since the date of the Memorandum, there shall be subject (unless waived have been no material transaction, contract or agreement entered into by the Placement AgentCompany, other than in the ordinary course of business, which would be required to be set forth in the Memorandum, other than as set forth therein; and (iv) to the continuing accuracy of the representations and warranties of the Managing Ownerno action, the Trust and the Funds contained herein as of and through the Initial Closingsuit or proceeding at law or in equity will be pending or, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As best of the Initial Closing, the Placement Agent shall have received a certificate knowledge of the chief executive officer Company, threatened against the Company which would be required to be set forth in the Memorandum, other than as set forth therein, and of the chief financial officer of the Managing Owner, dated the Initial Closingno proceedings will be pending or, to the effect that as best of the date of this Agreement and as knowledge of the Initial ClosingCompany, threatened against the representations and warranties Company before or by any Federal, state or other tribunal or agency wherein an unfavorable decision, ruling or finding would materially adversely affect the business, properties, financial condition or results of operations of the Managing Owner contained herein were and are accurateCompany, except other than as disclosed therein, and that as of set forth in the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; andMemorandum. (iic) The issuance, sale and delivery of Units shall Placement Agent will have been made in received from the Company's counsel a manner signed opinion reasonably satisfactory in form and substance to the Placement Agent and its the Placement Agent's counsel.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be Agents hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Managing Owner, the Trust Company and the Funds contained herein, to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to each of the following additional terms and conditions: (ia) The Placement Agents shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Israels LLP substantially as set forth in Exhibit C-1 hereto; (b) The Placement Agents shall have received an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C. substantially as set forth in Exhibit C-2 hereto; (c) The Placement Agents shall have received from UHY LLP and KMPG LLP letters dated, respectively, the date of this Agreement prior to the first sale of Shares to an Investor and the Closing Date, and addressed to the Placement Agents, in the forms approved by the Placement Agents and their counsel, which letters shall cover, without limitation, the various financial disclosures, if any, contained in the Time of Sale Information; (d) The Placement Agents shall have received the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP substantially as set forth in Exhibit D hereto; (e) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which the Placement Agents shall have objected in writing, which objection shall not be unreasonable; (f) The Registration Statement and any registration statement required to be filed, prior to the sale of the Shares, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective, and effective under the Placement Agent Act. The Final Prospectus Supplement shall have received notice thereof; been filed with the Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act); (g) Prior to the Time of Sale, (i) no Stop Order suspending stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and no proceeding for that all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) neither the Prospectus nor the Time of Sale Information, or any similar purpose amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; (h) The Company will, on the Closing Date, deliver to the Placement Agents a certificate of its Chief Executive Officer and its Chief Financial Officer in the form attached as Exhibit E-1 hereto and a certificate of its Secretary in the form attached as Exhibit E-2 hereto; (i) Each executive officer and director of the Company shall have been initiated entered into Lock-Up Agreements substantially in the form attached as Exhibit B hereto on or threatened by prior to the SECdate hereof, the NASD, the NFAand each such Lock-Up Agreement, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTCa copy thereof, shall have been complied with delivered to the reasonable satisfaction Placement Agents and shall be in full force and effect at the Time of Sale; (j) The Company shall have furnished to the Placement Agents such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, the Prospectus or the Time of Sale Information as the Placement Agents may reasonably request; (k) The Shares shall have been listed and authorized for trading on the Nasdaq National Market, and satisfactory evidence of such actions shall have been provided to the Placement Agents, which shall include verbal confirmations from a member of the Placement Agent and its counsel; andNasdaq staff; (iil) The NASDSubsequent to the execution and delivery of this Agreement, upon review of the terms of the Offering, there shall not have objected to the Placement Agent’s participation occurred a Material Adverse Effect or any development involving a prospective Material Adverse Effect in the Offering business, properties, management, financial condition or its compensation therefrom.results of operations of the Company and the Subsidiaries, taken as a whole; (bm) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent No action shall have received a certificate of the chief executive officer been taken and of the chief financial officer of the Managing Ownerno statute, dated the Initial Closingrule, to the effect that regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the date Closing Date, prevent the issuance or sale of this Agreement the Shares; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Initial Closing, Closing Date which would prevent the representations and warranties issuance or sale of the Managing Owner contained herein were Shares. All opinions, letters, evidence and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations certificates mentioned above or elsewhere in this Agreement shall be deemed to be performed by in compliance with the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Placement Agent and its counselAgents.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent hereunder are subject to undertake the placement of Units as provided herein shall be subject (unless waived fulfillment or waiver by the Placement Agent, at or before the Closing (unless the Placement Agent specifically agrees in writing to accept fulfillment of such condition after the Closing), of the following additional conditions: (a) to the continuing accuracy Each of the representations and warranties of the Managing Owner, the Trust Company contained in this Agreement which are qualified as to materiality must be true and the Funds contained herein, to the performance by the Managing Owner, the Trust correct as written and the Funds of their respective obligations hereunder and to the following conditions: (i) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness each of the Registration Statement representations and warranties of the Company contained in this Agreement which are not qualified as to materiality must be true and correct in all material respects as of the Closing Date and there shall have been issued no material adverse changes in the financial condition, business or prospects of the Company. (b) The Company shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by it under the Transaction Documents at or before the Closing. (c) No order suspending the use of the Executive Summary or enjoining the offering or sale of the Units or the Common Stock Warrants shall have been issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated or pending, or, to the best of the Company’s knowledge, are contemplated or threatened by nor has any order been issued halting the SEC, trading of the NASD, the NFA, Units or the CFTC; and all requests for additional information Common Stock Warrants on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefromNasdaq SmallCap Market . (bd) The occurrence Immediately prior to the consummation of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Company will have an authorized capitalization as set forth in the Commission Documents. (e) The Placement Agent shall have received a certificate certificates of the chief executive officer Chief Executive Officer and Chief Financial Officer of the chief financial officer of the Managing OwnerCompany, dated the Initial Closing, to the effect that as of the date Closing Date, certifying in their capacity as officers of the Company, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (f) The Company shall have delivered to the Placement Agent (i) a currently dated good standing certificate from the Secretary of State of the State of Delaware, (ii) certified resolutions of the Company’s Board of Directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement and the other Transaction Documents (iii) a copy of the Certificate of Incorporation of the Company and all amendments thereto, certified by the Secretary of State of the State of Delaware and the Secretary of the Company, (iv) a copy of the Bylaws of the Company and all amendments thereto, certified by the Secretary of the Company and (v) the names of the officers of the Company authorized to sign this Agreement and the other Transaction Documents to be executed by each such officer, together with the true signatures of each such officer. (g) At Closing, the Chief Executive Officer and the Chief Financial Officer of the Company shall have provided a certificate to the Placement Agent confirming that there have been no material adverse changes in the condition (financial or otherwise)of the Company from the date of the financial statements included in the Executive Summary or the Commission Documents other than as set forth or contemplated in the Executive Summary. (h) At Closing, the Company shall have (i) delivered to the Placement Agent the Placement Agent’s Fee as set forth in Section 4(d) hereof and the Placement Agent’s Warrant as set forth in Section 4(f) hereof and (ii) reimbursed the Placement Agent for its expenses, including the fees and disbursements of the Placement Agent’s counsel in accordance with Section 4(e) hereof. (i) There shall have been delivered to the Placement Agent a signed opinion of counsel to the Company (the “Company Counsel”), dated as of the Initial ClosingClosing Date, in form and substance satisfactory to counsel to the representations Placement Agent; a form of which is attached as Exhibit C hereto. (j) All proceedings taken at or prior to the Closing in connection with the authorization, issuance and warranties sale of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner Units and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably Warrant Shares will be satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents and certificates as they may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby.

Conditions of Placement Agent’s Obligations. (a) The respective obligations of the several Placement Agent to undertake the placement of Units as provided herein shall be Agents hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy accuracy, when made and as of the Applicable Time and on the Closing Date, of the representations and warranties of the Managing Owner, the Trust and the Funds Company contained herein, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to each of the following additional terms and conditions: (ia) The Registration Statement shall Statements have become effectiveeffective under the Securities Act, and the Placement Agent shall have received notice thereof; no Stop Order stop order suspending the effectiveness of the any Registration Statement or any part thereof, preventing or suspending the use of any Base Prospectus, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus or any part thereof shall have been issued and no proceeding proceedings for that purpose or any similar purpose pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the SECCommission, the NASD, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, Commission (to be included or incorporated by reference in the NASD, Registration Statements or the NFA and the CFTC, Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Placement Agent Representative; the Rule 462(b) Registration Statement, if any, each Issuer Free Writing Prospectus and the Prospectus shall have been filed with, the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance with Section 4(a), and the Rule 462(b) Registration Statement, if any, shall have become effective immediately upon its counselfiling with the Commission; and (ii) The NASD, upon review and FINRA shall have raised no objection to the fairness and reasonableness of the terms of this Agreement or the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefromtransactions contemplated hereby. (b) The occurrence None of the Initial Placement Agents shall have discovered and disclosed to the Company on or prior to the Closing Date that any Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Placement Agents, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of the circumstances in which they were made, not misleading. (c) All corporate proceedings incident to the authorization, form and validity of each of this Agreement, the Preferred Stock, the Stock, the Warrants, the Registration Statements, the General Disclosure Package, each Issuer Free Writing Prospectus and the Prospectus and the transactions contemplated hereby shall be subject (unless waived by reasonably satisfactory in all material respects to counsel for the Placement AgentAgents, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC shall have furnished to the continuing accuracy of the representations Representative such counsel’s written opinion and warranties of the Managing Ownernegative assurance statement, the Trust and the Funds contained herein as of and through the Initial Closing, counsel to the performance by the Managing OwnerCompany, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and addressed to the following conditions:Placement Agents and dated the Closing Date, in form and substance reasonably satisfactory to the Representative and set forth on Exhibit C hereto. (e) ▇▇▇ ▇▇ Law Offices LLC shall have furnished to the Representative such counsel’s written opinion and negative assurance statement, as PRC counsel to the Company, addressed to the Placement Agents and dated the Closing Date, in form and substance reasonably satisfactory to the Representative and set forth on Exhibit D hereto. (f) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ shall have furnished to the Representative such counsel’s written opinion and negative assurance statement, as FDA counsel to the Company, addressed to the Placement Agents and dated the Closing Date, in form and substance reasonably satisfactory to the Representative and set forth on Exhibit E hereto. (g) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP shall have furnished to the Representative such counsel’s written opinion and negative assurance statement, as Intellectual Property counsel to the Company, addressed to the Placement Agents and dated the Closing Date, in form and substance reasonably satisfactory to the Representative and set forth on Exhibit F hereto. (h) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, P.C. shall have furnished to the Representative such counsel’s written opinion and negative assurance statement, as special counsel to PCT, addressed to the Placement Agents and dated the Closing Date, in form and substance reasonably satisfactory to the Representative and set forth on Exhibit G hereto. (i) As The Representative shall have received from ▇▇▇▇▇▇▇ Procter LLP, counsel for the Placement Agents, such counsel’s written opinion and negative assurance statement, dated the Closing Date, with respect to such matters as the Placement Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters. (j) At the time of the Initial Closingexecution of this Agreement, the Representative shall have received from each of (i) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, (ii) Deloitte & Touche LLP, and (iii) EisnerAmper LLP, a letter, addressed to the Placement Agent Agents, executed and dated such date, in form and substance satisfactory to the Representative (i) confirming that they are an independent registered accounting firm with respect to the Company or PCT, as applicable, within the meaning of the Securities Act and the Rules and Regulations and PCAOB and (ii) stating the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statements, the General Disclosure Package and the Prospectus. (k) On the effective date of any post-effective amendment to any Registration Statement and on the Closing Date, the Representative shall have received a certificate letter (the “bring-down letter”) from each of (i) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, (ii) Deloitte & Touche LLP, and (iii) EisnerAmper LLP addressed to the Placement Agents and dated the Closing Date confirming, as of the chief executive officer and date of the chief bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial officer information is given in the General Disclosure Package and the Prospectus, as the case may be, as of a date not more than three (3) business days prior to the date of the Managing Ownerbring-down letter), the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information and other matters covered by its letter delivered to the Representative concurrently with the execution of this Agreement pursuant to paragraph (j) of this Section 6. (l) The Company shall have furnished to the Representative a certificate, dated the Initial ClosingClosing Date, to of its Chief Executive Officer and its Chief Financial Officer stating that (i) such officers have carefully examined the effect that Registration Statement, the General Disclosure Package, any Permitted Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statements and each amendment thereto, at the Applicable Time, as of the date of this Agreement and as of the Closing Date did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the General Disclosure Package, as of the Applicable Time and as of the Closing Date, any Permitted Free Writing Prospectus as of its date and as of the Closing Date, the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the effective date of the Initial ClosingRegistration Statement, no event has occurred which should have been set forth in a supplement or amendment to the Registration Statements, the General Disclosure Package or the Prospectus, (iii) to the best of their knowledge after reasonable investigation, as of the Closing Date, the representations and warranties of the Managing Owner contained herein were Company in this Agreement are true and are accuratecorrect and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and (iv) there has not been, subsequent to the date of the most recent audited financial statements included or incorporated by reference in the General Disclosure Package, any material adverse change in the financial position or results of operations of the Company and its subsidiaries, or any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company and its subsidiaries, except as disclosed therein, and that set forth in the General Disclosure Package or the Prospectus. (m) Since the date of the latest audited financial statements included in the General Disclosure Package or incorporated by reference in the General Disclosure Package as of the Initial Closingdate hereof, (i) neither the obligations to be performed Company nor any of its subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Managing Owner General Disclosure Package, and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) there shall not have been any change in the capital stock (other than stock option and warrant exercises and stock repurchases in the ordinary course of business) or long-term debt of the Company or any of its subsidiaries, or any change, or any development involving a prospective change, in or affecting the business, general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth in the General Disclosure Package, the effect of which, in any such case described in clause (i) or (ii) of this paragraph (i) is, in the judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Preferred Stock, Stock and Warrants on the terms and in the manner contemplated in the General Disclosure Package. (n) No action shall have been taken and no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would prevent the issuance or sale of the Preferred Stock, Stock and Warrants or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued which would prevent the issuance or sale of the Preferred Stock, Stock and Warrants or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (o) The issuance, sale Concurrent Common Offering shall have been completed on the Closing Date in accordance with its terms. (p) Subsequent to the execution and delivery of Units this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, Nasdaq Global Market or the NYSE Amex or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been made suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established on any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state or PRC authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or the PRC, (iii) the United States or the PRC shall have become engaged in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities involving the United States or the PRC, or there shall have been a declaration of a national emergency or war by the United States or the PRC or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States or the PRC shall be such) as to make it, in the judgment of the Representative, impracticable or inadvisable to proceed with the sale or delivery of the Preferred Stock, Stock and Warrants on the terms and in the manner contemplated in the General Disclosure Package and the Prospectus. (q) The Exchange shall have approved the Stock, Conversion Shares and Warrant Shares for listing therein, subject only to official notice of issuance. (r) Cowen shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as Cowen may reasonably satisfactory request, in each case in writing or any standard form of telecommunication from the appropriate Governmental Authorities of such jurisdictions. (s) Cowen shall have received the written agreements, substantially in the form of Exhibit A hereto, of the persons and entities listed in Exhibit B to this Agreement. (t) The Company shall have furnished to the Placement Agents a Certificate of the Chief Financial Officer of the Company, in form and substance reasonably satisfactory to counsel for the Placement Agents. (u) The Company shall have furnished to the Placement Agent Agents a Secretary’s Certificate of the Company, in form and its counselsubstance reasonably satisfactory to counsel for the Placement Agents. (v) The Company shall have entered into Subscription Agreement with each of the Purchasers and such agreement shall be in full force and effect. (w) On or prior to the Closing Date, the Company shall have furnished to Cowen such further certificates and documents as Cowen may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Placement Agents.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent pursuant to undertake the placement of Units as provided herein this Agreement shall be subject (unless waived by the Placement Agent) subject, in its discretion, to the continuing accuracy accuracy, in all material respects, of the representations and warranties of the Managing OwnerCompany contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the Trust date hereof and the Funds contained hereinas of each Closing Date, with respect to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (ia) The Registration Statement shall have become effectiveAt each Closing, and the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness opinion of Dechert Price & ▇▇▇▇▇▇, counsel for the Registration Statement shall have been issued and no proceeding for that or any similar purpose shall have been initiated or threatened by the SECCompany, the NASDdated each Closing Date, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected addressed to the Placement Agent’s participation , and in form and scope satisfactory to counsel for the Placement Agent in the Offering form of Exhibit A annexed hereto. In rendering such opinion, counsel for the Company may rely (A) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company; and (B) to the extent they deem proper, upon written statements or its compensation therefromcertificates of officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to counsel for the Placement Agent. (b) The occurrence of On or prior to the Initial Closing shall be subject (unless waived by Date, the Placement Agent) Agent shall have been furnished such information, documents, certificates, and opinions as it may reasonably require for the purpose of enabling it to review the continuing accuracy matters referred to in Section 7, and in order to evidence the accuracy, completeness, or satisfaction of any of the representations and warranties of the Managing Ownerrepresentations, the Trust and the Funds contained warranties, covenants, agreements, or conditions herein contained, or as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions:it may otherwise reasonably request. (ic) As of the Initial At each Closing, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing OwnerCompany, dated the Initial Closing, applicable Closing Date to the effect that that, as of the date of this Agreement and as of the Initial Closing, applicable Closing Date the representations and warranties of the Managing Owner Company contained herein were and are accurate, except as disclosed thereinaccurate in all material respects, and that as of the Initial Closing, Closing Date the obligations to be performed by the Managing Owner and the Trust Company hereunder on or prior thereto have been fully performed, except as disclosed therein; and. (iid) The All proceedings taken in connection with the issuance, sale sale, and delivery of the Units shall have been made in a manner reasonably be satisfactory in form and substance to the Placement Agent you and its your counsel. (e) There shall not have occurred after the date hereof, at any time prior to each Closing: (A) any domestic or international event, act, or occurrence which has materially disrupted, or in your opinion will in the immediate future materially disrupt the securities markets; (B) a general suspension of, or a general limitation on prices for, trading in securities on the Nasdaq SmallCap Market or the over-the-counter market; (C) any banking moratorium declared by a state or federal authority; (D) any material interruption in the mail service or other means of communication within the United States; (E) any material adverse change in the business, properties, assets, results of operations, or financial condition of the Company; or (F) any change in the market for securities in general or in political, financial, or economic conditions which, in your judgment, makes it inadvisable to proceed with the offering, sale, and delivery of the Units. Any certificate or other document signed by any officer of the Company and delivered to you or to your counsel at a Closing shall be deemed a representation and warranty by the Company hereunder as to the statements made therein. If any condition to your obligations hereunder has not been fulfilled as and when required to be so fulfilled, you may terminate this Agreement or, if you so elect, in writing waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event that you elect to terminate this Agreement, you shall notify the Company of such election in writing. Upon such termination, neither party shall have any further liability or obligation to the other except as provided in Section 11 hereof.

Conditions of Placement Agent’s Obligations. The Placement Agent's obligations hereunder and the closing of the purchase of the Shares contemplated hereby are subject to the satisfaction of each of the following conditions: (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be subject (unless waived by the Placement Agent) to the continuing accuracy of All the representations and warranties of the Managing Owner, Company contained in this Agreement shall be true and correct as of the Trust date hereof and as of the Funds contained herein, to Closing Date with the performance by the Managing Owner, the Trust same force and the Funds effect as if made on and as of their respective obligations hereunder and to the following conditions:such date. (ib) The Registration Statement shall have become effectiveeffective not later than 5:00 P.M., New York City time, on the date of this Agreement or at such later date and time as you may approve in writing, and at the Placement Agent shall have received notice thereof; Closing Date no Stop Order stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding proceedings for that or any similar purpose shall have been initiated commenced or threatened shall be pending before or contemplated by the SECCommission. (c) You shall be satisfied that since the respective dates as of which information is given in the Registration Statement and the Prospectus, (i) there shall not have been any action or inaction which might result in a material adverse change in the NASDcondition (financial or otherwise), the NFAearnings, assets, results of operations, business affairs or the CFTC; and all requests for additional information on the part business prospects of the SECCompany and its subsidiaries, considered as one enterprise (a "Material Adverse Change") which makes it impractical or inadvisable in your judgment to proceed with the NASDpublic offering or purchase the Shares as contemplated hereby, (ii) except as set forth in the NFA Registration Statement and the CFTCProspectus, no verbal or written agreement or other transaction shall have been complied with entered into by the Company or any of its subsidiaries, which is not in the ordinary course of business or which could result in a Material Adverse Change, (iii) no loss or damage (whether or not insured) to the reasonable satisfaction property of the Placement Agent Company or any of its subsidiaries shall have been sustained the result of which would have a Material Adverse Effect, (iv) no legal or governmental action, suit or proceeding affecting the Company or any of its subsidiaries the result of which could have a Material Adverse Effect or may materially affect the transactions contemplated by this Agreement shall have been instituted or threatened and (v) on the Closing Date you shall have received a certificate dated the Closing Date, signed by Paul ▇. ▇▇▇▇▇▇▇▇ ▇▇▇ Thom▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ their capacities with the Company as the Chairman, Chief Executive Officer and President in the case of Mr. ▇▇▇▇▇▇▇▇, ▇▇d Vice President and Chief Financial Officer in the case of Mr. ▇▇▇▇▇▇▇, ▇▇nfirming the matters set forth in paragraphs (a), (b) and (c) of this Section 8. (d) You shall have received on the Closing Date an opinion (satisfactory to you and your counsel), dated as of the Closing Date of Bake▇ & ▇ost▇▇▇▇▇, ▇▇unsel for the Company, to the effect that: (i) Each of the Company and its subsidiaries is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a Material Adverse Effect and to the best of such counsel; and's knowledge, after due inquiry, no proceeding has been instituted in any such jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification. All of the issued and outstanding shares of capital stock of, or other ownership interests in, each of the Company's subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear, to best knowledge of counsel, after due inquiry, of any security interest, claim, lien, encumbrance or adverse interest of any nature. (ii) The NASD, upon review Company has authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Prospectus and all of the terms issued and outstanding shares of capital stock of the OfferingCompany have been duly authorized and validly issued, shall are fully paid and nonassessable, and were not have objected issued in violation of or subject to any preemptive rights granted by the Company's certificate of incorporation or by statute or, to the Placement Agent’s participation best knowledge of such counsel after due inquiry, other rights to subscribe for or purchase securities. The form of certificate for the Shares is in the Offering or its compensation therefromdue and proper form and complies with all applicable statutory requirements. (biii) The occurrence of the Initial Closing shall Shares have been duly authorized and, when issued and delivered, will be subject (unless waived validly issued, fully paid and non-assessable. No preemptive rights granted by the Placement Agent) to the continuing accuracy Company's certificate of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closingincorporation or by statute or, to the performance best knowledge of such counsel, after due inquiry, rights of first refusal or other similar subscription or purchase rights of shareholders of the Company, or of holders of warrants, options, convertible securities or other rights to acquire shares of capital stock of the Company, exist with respect to any of the Shares or the issue and sale thereof. To the best knowledge of such counsel, after due inquiry, no rights to register outstanding shares of the Company's capital stock, or shares issuable upon the exercise of outstanding warrants, options, convertible securities or other rights to acquire shares of such capital stock, exist which have not been validly exercised or waived with respect to the Registration Statement. The capital stock of the Company, including the Shares, conforms in all material respects to the description thereof contained in the Prospectus. (iv) Except as disclosed in the Prospectus and the financial statements of the Company and the related notes thereto included in the Prospectus, neither the Company nor any of its subsidiaries has outstanding any preemptive rights, or to the best of such counsel's knowledge, after due inquiry, any options to purchase or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations, or any registration rights. (v) This Agreement has been duly authorized, executed and delivered by the Managing OwnerCompany and is a valid and binding agreement of the Company enforceable in accordance with its terms, the Trust except as enforceability may be limited by general equitable principles, including, without limitation, concepts of materiality, reasonableness, good faith and the Funds fair dealing (regardless of their respective obligations hereunder whether such enforceability is considered in a proceeding in equity or at law), bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws affecting creditors' rights generally and except no opinion need be given as of and through the Initial Closing and to the following conditions:enforceability of those provisions relating to indemnity or contribution for liabilities arising under the Act. (ivi) As of The Registration Statement has become effective under the Initial ClosingAct, the Placement Agent shall have received a certificate of the chief executive officer no stop order suspending its effectiveness has been issued and of the chief financial officer of the Managing Owner, dated the Initial Closingno proceedings for that purpose are, to the effect that as best of such counsel's knowledge, after due inquiry, pending before or contemplated by the Commission. (vii) The statements set forth in the Prospectus under the headings "Capitalization" and "Description of Capital Stock" and Item 15 of Part II of the date Registration Statement insofar as such statements constitute a summary of this Agreement documents referred to therein or of legal matters or proceedings, are complete and accurate in all material respects and fairly summarize in all material respects the information called for with respect to such documents, legal matters and proceedings. (viii) The Shares and the Common Stock conform in all material respects as to legal matters to the description thereof contained in the Prospectus. (ix) Neither the Company nor any of its subsidiaries is in violation of its respective charter or by-laws and, to the Initial Closingbest of such counsel's knowledge, after due inquiry, neither the representations and warranties Company nor any of its subsidiaries is in default in the Managing Owner performance of any obligation, agreement or condition contained herein were and are accuratein any bond, debenture, note or any other evidence of indebtedness or in any other agreement, indenture or instrument to which the Company or any of its subsidiaries is a party or by which it or any of its subsidiaries or their respective property is bound, except as disclosed thereinin the Prospectus or except where such violation or default would not result in a Material Adverse Effect. (x) To the best of such counsel's knowledge, after due inquiry, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; andin the Prospectus, each of the Company and its subsidiaries is in possession of and is operating in compliance with all authorizations, licenses, permits, consents, approvals, certificates, orders and other rights of or with any court, regulatory, administrative or other governmental body reasonably necessary or required to conduct its businesses as now conducted or to own, lease or operate its properties, except where the failure to have possession thereof or to comply therewith would not have a Material Adverse Effect. (iixi) The issuanceNo consent, sale and authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state or local governmental authority or any court or other tribunal is required by the Company or any of its subsidiaries for the execution or delivery of, or the performance of Units shall have been made in a manner reasonably satisfactory in form and substance to the Placement Agent and its counsel.Company's obligations under, this Agreement (except

Conditions of Placement Agent’s Obligations. (a) The several obligations of the Placement Agent Agents to undertake purchase and pay for the placement of Units Initial Notes, as provided herein herein, shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date: (i) The Registration Statement there shall have become effectivenot occurred any downgrading, and nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness direction of the Registration Statement shall have been issued and no proceeding for that or possible change, in the rating accorded any similar purpose shall have been initiated or threatened by the SEC, the NASD, the NFA, of Protection One or the CFTC; and all requests Company's securities by any "nationally recognized statistical rating organization," as such term is defined for additional information on purposes of Rule 436(g)(2) under the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counselAct; and (ii) The NASD, upon review of the terms of the Offering, there shall not have objected occurred any change, or any development reasonably likely to result in a change, in the Placement Agent’s participation condition, financial or otherwise, or in the earnings, business or operations of the Company and the Guarantors, taken as a whole, from that set forth in the Offering Memorandum (exclusive of any amendments or its compensation therefromsupplements thereto subsequent to the date of this Agreement) that, in the Placement Agents' judgment, is material and adverse and that makes it, in the Placement Agents' judgment, impracticable to market the Initial Notes on the terms and in the manner contemplated in the Offering Memorandum. (b) The occurrence Placement Agents shall have received on the Closing Date certificates from each of the Initial Closing shall be subject (unless waived by Company and Protection One, as the Placement Agent) case may be, to the continuing accuracy of effect set forth in Section 5(a)(i) and to the effect that the representations and warranties of the Managing Owner, the Trust Company and the Funds Guarantors contained herein in this Agreement are true and correct as of and through the Initial Closing, to the performance by the Managing Owner, the Trust Closing Date and the Funds Company and the Guarantors have complied with all of their respective obligations the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as of and through the Initial Closing and to the following conditions:proceedings threatened. (ic) As of the Initial Closing, the The Placement Agent Agents shall have received a certificate of on the chief executive officer and of the chief financial officer of the Managing OwnerClosing Date an opinion, dated the Initial ClosingClosing Date, in form and substance reasonably satisfactory to the Placement Agents and counsel for the Placement Agents, of Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for the Company and the Guarantors, to the effect that set forth in Exhibit B hereto. (d) The Placement Agents shall have received on the Closing Date an opinion, dated on the Closing Date, in form and substances reasonably satisfactory to the Placement Agents and counsel for the Placement Agents, of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President-Legal Services and Chief Counsel for the Company and the Guarantors, to the effect set forth in Exhibit C hereto. (e) The Placement Agents shall have received an opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agents, of Shearman & Sterling, counsel for the Placement Agents, covering such matters as are customarily covered in such opinions. (f) At the time this Agreement is executed and at the Closing Date, the Placement Agents shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent public accountants, dated as of the date of this Agreement and as of the Initial ClosingClosing Date, customary comfort letters addressed to the representations Placement Agents and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory in form and substance reasonably satisfactory to the Placement Agent Agents and its counselcounsel for the Placement Agents with respect to the financial statements and certain financial information of the Company, the Guarantors and their respective subsidiaries contained or incorporated by reference in the Offering Memorandum. (g) Shearman & Sterling shall have been furnished with such documents, in addition to those set forth above, as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Section 5 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions herein contained. (h) The Company, the Guarantors and the Trustee shall have entered into the Indenture, which shall be in full force and effect on the Closing Date. (i) The Company and the Guarantors shall have entered into the Registration Rights Agreement, which shall be in full force and effect on the Closing Date.

Conditions of Placement Agent’s Obligations. (a) The obligations of the each Placement Agent to undertake the placement of Units as provided herein shall be hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties on the part of the Managing Owner, Company in all material respects on the Trust date hereof and in all material respects at the Funds contained hereintime of purchase as if made on such date, to the performance by the Managing Owner, the Trust and the Funds Company of their respective its obligations hereunder and to the following conditionsadditional conditions precedent: (ia) The Registration Statement shall have become effective, and the Placement Agent Agents shall have received notice thereof; from Ernst & Young, LLP letters dated, respectively, the date of this Agreement and the time of purchase, and addressed to the Placement Agents in the forms heretofore approved by the Placement Agents. (b) The Placement Agents shall have received at the time of purchase the favorable opinion of Wilson, Sonsini, Goodrich & Rosati, Professional Corporation, counsel for the Placement ▇▇▇▇▇▇, da▇▇▇ ▇▇e time of purchase, in a form heretofore approved by the Placement Agents. (c) The Placement Agents shall have received at the time of purchase the favorable opinions of Hale and Dorr, LLP, counsel for the Company, and Keown & Associates, p▇▇▇▇t cou▇▇▇▇ to the Company, dated the time of p▇▇▇▇▇se, in forms heretofore approved by the Placement Agents. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus, including documents deemed to be incorporated by reference therein, shall have been filed to which you reasonably object in writing. (e) The Prospectus Supplement shall have been filed with the Commission pursuant to Rule 424(b) under the Act before 5:30 P.M. New York City time on the second full business day after the date of this Agreement. (f) (i) Prior to the time of purchase, no Stop Order suspending stop order with respect to the effectiveness of the Registration Statement shall have been issued and be in effect under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) at the time of purchase the Registration Statement shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) at the time of purchase the Prospectus shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. (g) Between the time of execution of this Agreement and the time of purchase, no proceeding for that material adverse change or any similar purpose development that would reasonably be expected to result in a material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole shall occur or become known, in each case other than as set forth in or contemplated by the Registration Statement (exclusive of any amendment thereof) or the Prospectus (exclusive of any supplement thereto). (h) The Company will, at the time of purchase, deliver to the Placement Agent a certificate of its Chief Executive Officer and its Chief Financial Officer in the form attached as Exhibit C hereto. (i) The Company shall have furnished to you such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement and the Prospectus as of the time of purchase, as a Placement Agent may reasonably request. (j) The Shares shall have been initiated approved for listing on the American Stock Exchange, subject only to notice of issuance at or threatened by prior to the SEC, the NASD, the NFA, or the CFTC; and all time of purchase. (k) All requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, Commission shall have been complied with with; and the NASD shall have raised no objection to the reasonable satisfaction fairness and reasonableness of the Placement Agent placement agency terms and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefromarrangements. (bl) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent Company shall have received a certificate investor funds for the purchase of at least the chief executive officer and of the chief financial officer of the Managing Owner, dated the Initial Closing, to the effect that as of the date of this Agreement and as of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory in form and substance to the Placement Agent and its counselMinimum Units.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent pursuant to undertake the placement of Units as provided herein this Agreement shall be subject (unless waived by the Placement Agent) subject, in its discretion, to the continuing accuracy of the representations and warranties of the Managing OwnerCompany contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the Trust date hereof and as of the Funds contained hereinClosing Date (and, if applicable, each Additional Closing Date) to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (ia) The Registration Statement shall have become effectiveAt the Closing and each Additional Closing, and as the case may be, the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness favorable opinion of Warner & Stac▇▇▇▇▇, ▇▇P, counsel for the Registration Statement shall have been issued and no proceeding for that or any similar purpose shall have been initiated or threatened by Company, dated the SECdate of delivery, the NASD, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected addressed to the Placement Agent’s participation , in substantially the Offering or its compensation therefromforms of Exhibit III-1 and Exhibit III-2 hereto, respectively. (b) The occurrence On or prior to the Closing Date and each Additional Closing Date, as the case may be, the Placement Agent shall have been furnished such information, documents and certificates as it may reasonably require for the purpose of enabling it to review the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction of any of the Initial representations, warranties, covenants, agreements or conditions herein contained, or as it may otherwise reasonably request. (c) At the Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial each Additional Closing, to as the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closingcase may be, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing OwnerCompany, dated the Initial ClosingClosing Date or such Additional Closing Date, as the case may be, to the effect that that, as of the date of this Agreement and as of the Initial ClosingClosing Date or such Additional Closing Date, as the case may be, the representations and warranties of the Managing Owner Company contained herein were and are accurate, except as disclosed therein, and that as of the Initial ClosingClosing Date or such Additional Closing Date, as the case may be, the obligations to be performed by the Managing Owner and the Trust Company hereunder on or prior thereto have been fully performed, except as disclosed therein; and. (iid) The All proceedings taken in connection with the issuance, sale and delivery of Units the Shares shall have been made in a manner be reasonably satisfactory in form and substance to the Placement Agent you and its your counsel. (e) There shall not have occurred, at any time prior to the Closing or, if applicable, an Additional Closing, as the case may be, (i) any domestic or international event, act or occurrence which has materially disrupted, or in your reasonable opinion will in the immediate future materially disrupt, the securities markets; (ii) a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market; (iii) any outbreak of major hostilities or other national or international calamity affecting securities markets in the United States; (iv) any banking moratorium declared by a state or federal authority; (v) any moratorium declared in foreign exchange trading by major international banks or other persons; (vi) any material interruption in the mail service or other means of communication within the United States; (vii) any material adverse change in the business, properties, assets, results of operations or financial condition of the Company; or (viii) any change in the market for securities in general or in political, financial or 18 economic conditions which, in your reasonable business judgment, makes it inadvisable to proceed with the offering, sale and delivery of the Shares. (f) The Sales Agent shall have received an agreement reflecting the provisions of Section 6(a)(xv) hereof. (g) The Sales Agent shall have received from certain officers or directors of the Company agreements to the effect that such officers and directors will not, without the Sales Agent's prior written consent, offer, issue, sell, contract to sell, grant any option for the sale of or otherwise dispose of, directly or indirectly, any shares of Common Stock (or any security or other instrument which by its terms is convertible into, exercisable for, or exchangeable for shares of Common Stock) for a period of 12 months from the filing date of a Registration Statement for the resale of the Shares. This paragraph shall not be applicable to the Escrow Agent or to an officer or director who has terminated service to the Company. (h) The Sales Agent shall have received evidence of the resignation of two current members of the Company's Board of Directors. Any certificate or other document signed by any officer of the Company on behalf of the Company and delivered to you or to your counsel as required hereunder shall be deemed a representation and warranty by the Company hereunder as to the statements made therein. If any condition to your obligations hereunder has not been fulfilled as and when required to be so fulfilled, you may terminate this Agreement or, if you so elect, in writing waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event that you elect to terminate this Agreement, you shall notify the Company of such election in writing. Upon such termination, neither party shall have any further liability or obligation to the other except as provided in Section 10 hereof.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake Agent, and the placement closing of Units as provided herein shall be the sale of the Securities hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy accuracy, when made and on each Closing Date, of the representations and warranties on the part of the Managing OwnerCompany and its subsidiaries contained herein and in the Purchase Agreement, to the Trust accuracy of the statements of the Company and its subsidiaries made in any certificates pursuant to the Funds contained hereinprovisions hereof, to the performance by the Managing Owner, the Trust Company and the Funds its subsidiaries of their respective obligations hereunder hereunder, and to each of the following additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent to the Company: (ia) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding proceedings for that or any similar purpose shall have been initiated or threatened by the SECCommission, the NASD, the NFA, or the CFTC; and all requests any request for additional information on the part of the SECCommission (to be included in the Registration Statement, the NASDBase Prospectus, the NFA and the CFTC, Prospectus Supplement or otherwise) shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of Agent. Any filings required to be made by the terms of the Offering, shall not have objected to Company in connection with the Placement Agent’s participation in shall have been timely filed with the Offering or its compensation therefromCommission. (b) The occurrence Placement Agent shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement, the Base Prospectus, the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact which, in the Initial Closing shall be subject (unless waived by reasonable opinion of counsel for the Placement Agent, is material or omits to state any fact which, in the reasonable opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) All corporate proceedings and other legal matters incident to the continuing accuracy authorization, form, execution, delivery and validity of each of this Agreement, the Securities, the Registration Statement, the Base Prospectus and the Prospectus Supplement and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Placement Agent, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) The Placement Agent shall have received from outside counsel to the Company such counsel’s written opinions, addressed to the Placement Agent and the Purchasers and dated as of each Closing Date, in form and substance reasonably satisfactory to the Placement Agent, the Purchasers, and Placement Agent’s legal counsel. (e) On the Closing Date, Placement Agent shall have received a certificate of the chief executive officer of the Company, dated, as applicable, as of the Closing Date, to the effect that, as of the date of this Agreement and as of the applicable date, the representations and warranties of the Managing OwnerCompany contained herein and in the Purchase Agreement were and are accurate in all material respects, except for such changes as are contemplated by this Agreement and except as to representations and warranties that were expressly limited to a state of facts existing at a time prior to the Closing Date, and that, as of the applicable date, the Trust and the Funds contained herein as of and through the Initial Closing, obligations to the performance be performed by the Managing Owner, Company hereunder on or prior thereto have been fully performed in all material respects. On the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial ClosingDate, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing OwnerCompany, dated the Initial Closingdated, to the effect that as applicable, as of the date of this Agreement and the Closing Date, providing a customary certification as to such accounting or financial matters that are included or incorporated by reference in the Registration Statement or the Prospectus Supplement. (f) On the Closing Date, Placement Agent shall have received a certificate of the Secretary of the Company, dated, as applicable, as of such Closing Date, certifying to the Initial Closingorganizational documents, good standing in the state of incorporation of the Company and board resolutions relating to the Placement of the Securities from the Company. (g) Neither the Company nor any of its subsidiaries (i) shall have sustained since the date of the latest unaudited financial statements included or incorporated by reference in the Registration Statement, the representations Base Prospectus and warranties the Prospectus Supplement, any loss or interference with its business from fire, explosion, flood, terrorist act or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in or contemplated by the Registration Statement, the Base Prospectus and the Prospectus Supplement, (ii) since such date there shall not have been any change in the capital stock or long-term debt of the Managing Owner contained herein were Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the business, general affairs, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries, otherwise than as set forth in or contemplated by the Registration Statement, the Base Prospectus and the Prospectus Supplement, and (iii) since such date there shall not have been any new or renewed inquiries by the Commission, FINRA or any other regulatory body regarding the Company, the effect of which, in any such case described in clause (i), (ii) or (iii), is, in the judgment of the Placement Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner contemplated by the Base Prospectus, Time of Sale Prospectus and Prospectus Supplement. (h) The Securities are accurateregistered under the Exchange Act and, as of each Closing Date, the Securities shall be listed for trading on the Trading Market or other applicable U.S. national exchange, or an application for such listing shall have been submitted to the Trading Market, if required and satisfactory evidence of such action shall have been provided to the Placement Agent. The Company shall have taken no action designed to, or likely to have the effect of terminating the registration of the Company’s common stock under the Exchange Act or delisting or suspending from trading the Company’s common stock from the Trading Market or other applicable U.S. national exchange, nor, except as disclosed thereinin the Base Prospectus and Prospectus Supplement, has the Company received any information suggesting that the Commission or the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration or listing. (i) No action shall have been taken and that no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the Initial ClosingClosing Date, prevent the obligations to be performed issuance or sale of the Securities or materially and adversely affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by the Managing Owner and the Trust hereunder on any federal or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery state court of Units competent jurisdiction shall have been made issued as of the Closing Date which would prevent the issuance or sale of the Securities or materially and adversely affect or potentially and adversely affect the business or operations of the Company. (j) The Company shall have prepared and filed with the Commission a Form 8-K with respect to the Placement, including as an exhibit thereto this Agreement. (k) The Company shall have entered into a Purchase Agreement with the Purchaser and such agreement shall be in a manner full force and effect and shall contain representations, warranties and covenants of the Company as agreed between the Company and the Purchasers. (l) Prior to the Closing Date, the Company shall have furnished to the Placement Agent such further information, certificates and documents as the Placement Agent may reasonably request. If any of the conditions specified in this Section 4 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Placement Agent or to Placement Agent’s counsel pursuant to this Section 4 shall not be reasonably satisfactory in form and substance to the Placement Agent and its to Placement Agent’s legal counsel, all obligations of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, each Closing Date. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein Agents hereunder shall be subject (unless waived by the Placement Agent) to the continuing accuracy accuracy, as of the date hereof and the Closing Date, of the representations and warranties of the Managing Owner, the Trust and the Funds contained Company herein, to the performance by the Managing Owner, the Trust and the Funds Company of their respective its obligations hereunder and to the following conditions:additional conditions (any of which may be waived by the Placement Agents): (ia) The Registration Statement shall have become effectiveeffective not later than 5:00 P.M., Eastern time, on the date of this Agreement or such later date as shall be consented to in writing by you; and no stop order suspending the effectiveness thereof shall have been issued and no proceedings for that purpose shall have been initiated or, to the knowledge of the Company or the Placement Agents, threatened by the Commission, and any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus) shall have been complied with to the satisfaction of Placement Agents' Counsel. (b) All corporate proceedings and other legal matters in connection with this Agreement, the form of Registration Statement and the Prospectus, and the registration, authorization, issue, sale and delivery of the Shares, shall have been reasonably satisfactory to Placement Agent Agents' Counsel; and such counsel shall have been furnished with such papers and information as they may reasonably have requested to enable them to pass upon the matters referred to in this Section; and such counsel shall have rendered to you such opinions as you may reasonably request. (c) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date there shall not have been any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse and that makes it, in your sole judgment, impracticable or inadvisable to proceed with the offering of the Shares as contemplated by the Prospectus. (d) You shall have received notice thereofon the Closing Date a written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Ltd., counsel for the Company, dated the Closing Date and addressed to the Placement Agents to the effect that: (i) The Company and each subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation. (ii) The Company and each subsidiary has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. (iii) The Company and each subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction, if any, in which the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified or be in good standing would not have a material adverse effect on the condition (financial or otherwise), earnings, operations or business of the Company and its subsidiaries considered as one enterprise. To such counsel's knowledge, the Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule A hereto. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under the caption "Capitalization" as of the dates stated therein; the issued and outstanding shares of capital stock of the Company have been duly and validly issued and are fully paid and nonassessable, and, to such counsel's knowledge, will not have been issued in violation of or subject to any preemptive right, co-sale right, registration right, right of first refusal or other similar right. (v) All issued and outstanding shares of capital stock of each subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable, and, to such counsel's knowledge, have not been issued in violation of or subject to any preemptive right, co-sale right, registration right, right of first refusal or other similar right and are owned by the Company free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest. (vi) The Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms hereof, will be duly and validly issued and fully paid and nonassessable, and will not have been issued in violation of or subject to any preemptive right, co-sale right, registration right, right of first refusal or other similar right of stockholders. (vii) The Company has the corporate power and authority to enter into this Agreement and to issue, sell and deliver to the Investors the Shares to be issued and sold by it hereunder. (viii) This Agreement has been duly authorized by all necessary corporate action on the part of the Company and has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by you, is a valid and binding agreement of the Company, enforceable in accordance with its terms, except insofar as indemnification provisions may be limited by applicable law, and except as enforceability may be limited by laws pertaining to bankruptcy, insolvency, fraudulent conveyance or transfer, equitable subordination, reorganization, moratorium or similar laws and judicial decisions affecting creditors' rights generally or by general principles of equity and public policy, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and except that the remedies of specific performance and injunctive relief may be granted or denied in the discretion of a court. (ix) The Registration Statement has become effective under the Act and, to such counsel's knowledge, no Stop Order stop order suspending the effectiveness of the Registration Statement shall have has been issued and no proceeding proceedings for that or any similar purpose shall have been initiated instituted or are pending or threatened by under the SEC, the NASD, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefromAct. (bx) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust Registration Statement and the Funds contained herein Prospectus, and each amendment or supplement thereto (other than the financial statements (including supporting schedules) and financial data derived therefrom as of and through the Initial Closingto which such counsel need express no opinion), to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing Owner, dated the Initial Closing, to the effect that as of the effective date of the Registration Statement, complied as to form in all material respects with the requirements of the Act and the applicable Rules and Regulations. (xi) The terms and provisions of the capital stock of the Company conform in all material respects to the description thereof contained in the Registration Statement and Prospectus under the caption "Description of Capital Stock"; and the form of certificates evidencing the Common Stock and filed as an exhibit to the Registration Statement is in due and proper form and complies with the requirements of Delaware law. (xii) The descriptions in the Registration Statement and the Prospectus of statutes, legal and governmental proceedings, contracts and other documents, insofar as such statements constitute a summary of documents referred to therein or matters of law, are accurate summaries and correctly present in all material respects the information required to be presented by the Act and the applicable Rules and Regulations. (xiii) To such counsel's knowledge, there are no agreements, contracts, leases or documents to which the Company is a party of a character required to be described or referred to in the Registration Statement or Prospectus or to be filed as an exhibit to the Registration Statement which are not described or referred to therein or filed as required. (xiv) The performance of this Agreement and as the consummation of the Initial Closing, the representations and warranties transactions herein contemplated (other than performance of the Managing Owner contained Company's indemnification obligations hereunder, concerning which no opinion need be expressed) will not (a) result in any violation of the Company's charter or bylaws or (b) to such counsel's knowledge, result in a material breach or violation of any of the terms and provisions of, or constitute a default under, any material bond, debenture, note or other evidence of indebtedness, or any lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which their respective properties are bound, or any applicable statute, rule or regulation, or any order, writ or decree of any court, government or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or over any of their respective properties or operations (other than state securities or Blue Sky laws, concerning which no opinion need be expressed). (xv) No consent, approval, authorization or order of or qualification with any court, government or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or over any of their respective properties or operations is necessary in connection with the consummation by the Company of the transactions herein were contemplated, except such as have been obtained under the Act or such as may be required under state or other securities or Blue Sky laws in connection with the placement of the Shares by the Placement Agents. (xvi) To such counsel's knowledge, there are no legal or governmental proceedings pending or threatened against the Company or any of its subsidiaries of a character required to be disclosed in the Registration Statement or the Prospectus by the Act or the Rules and are accurateRegulations, other than those described therein. (xvii) To such counsel's knowledge, neither the Company nor any of its subsidiaries is presently (a) in material violation of its respective charter or bylaws, or (b) in material breach of any applicable statute, rule or regulation or any order, writ or decree of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or over any of their respective properties or operations. (xviii) To such counsel's knowledge, except as disclosed thereinset forth in the Registration Statement and Prospectus, and that as no holders of Common Stock or other securities of the Initial Closing, Company have registration rights with respect to securities of the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performedCompany and, except as disclosed therein; andset forth in the Registration Statement and Prospectus, all holders of securities of the Company having rights to registration of shares of Common Stock or other securities, because of the filing of the Registration Statement by the Company have, with respect to the offering contemplated thereby, waived such rights or such rights have expired by reason of lapse of time following notification of the Company's intent to file the Registration Statement or have included securities in the Registration Statement pursuant to the exercise of and in full satisfaction of such rights. (iixix) The issuanceNeither the Company nor any of its subsidiaries is, nor will the Company or any of its subsidiaries become upon the sale of the Shares and the application of the proceeds therefrom as described in the Prospectus under the caption "Use of Proceeds," an "investment company" or a person controlled by an "investment company" within the meaning of the 1940 Act. (xx) Upon the delivery of Units and payment for the Shares as contemplated in this Agreement, each of the Investors will receive valid marketable title to the Shares purchased by it from Company, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest. In rendering such opinion, such counsel may assume that the Investors purchased in good faith and without notice of any defect in the title of the Shares being purchased from the Company. In addition, such counsel shall state that such counsel has participated in conferences with officials and other representatives of the Company, the Placement Agents, Placement Agents' Counsel and the independent certified public accountants of the Company, at which such conferences the contents of the Registration Statement and Prospectus and related matters were discussed, and although they are not passing upon and do not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus (except as specifically provided above), nothing has come to the attention of such counsel which leads them to believe that, at the time the Registration Statement became effective and at all times subsequent thereto up to and on the Closing Date, the Registration Statement and any amendment or supplement thereto (other than the financial statements including supporting schedules and other financial and statistical information derived therefrom and other financial or statistical data, as to which such counsel need express no comment) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or at the Closing Date, the Registration Statement, the Prospectus and any amendment or supplement thereto (except as aforesaid) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Counsel rendering the foregoing opinion may rely as to questions of law not involving the laws of the United States or the States of Illinois and Delaware upon opinions of local counsel, and as to questions of fact upon representations or certificates of officers of the Company, and of government officials, in which case their opinion is to state that they are so relying and that they have no knowledge of any material misstatement or inaccuracy in any such opinion, representation or certificate. Copies of any opinion, representation or certificate so relied upon shall be delivered to you and to Placement Agents' Counsel. (e) You shall have been made in a manner reasonably satisfactory received on the Closing Date an opinion of ▇▇▇▇▇▇ & Bird, in form and substance satisfactory to you, with respect to the sufficiency of all such corporate proceedings and other legal matters relating to this Agreement and the transactions contemplated hereby as you may reasonably require, and the Company shall have furnished to such counsel such documents as they may have requested for the purpose of enabling them to pass upon such matters. (f) You shall have received on the Closing Date a letter from KPMG Peat Marwick LLP addressed to the Company and the Placement Agents, dated the Closing Date, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to you concurrently with the execution of this Agreement (herein called the "Original Letter"), but carried out to a date not more than five (5) business days prior to the Closing Date (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the Closing Date and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall not disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your judgment, is material and adverse and that makes it, in your judgment, impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Prospectus. The Original Letter from KPMG Peat Marwick LLP shall be addressed to or for the use of the Placement Agents in form and substance satisfactory to the Placement Agent Agents and its counsel.shall (i) represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations, (ii) set f

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties on the part of the Managing Owner, Company on the Trust date hereof and at the Funds contained herein, to time of purchase and the performance by the Managing Owner, the Trust and the Funds Company of their respective its obligations hereunder and to the following conditionsadditional conditions precedent: (a) The Company shall furnish to the Placement Agent at the time of purchase an opinion of Shack ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ P.C., counsel for the Company, and an opinion of the General Counsel of the Company addressed to the Placement Agent, and dated the time of purchase, in form and substance satisfactory to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, counsel for the Placement Agent, stating, collectively in such opinions, that: (i) The the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement shall and the Prospectus, to execute and deliver this Agreement and to issue, sell and deliver the Shares as contemplated herein; (ii) each of the Subsidiaries has been duly incorporated or formed and is validly existing as a corporation or limited liability company in good standing under the laws of its jurisdiction of incorporation or formation, with requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus; (iii) the Company and the Subsidiaries are duly qualified to do business as a foreign corporation or limited liability company and are in good standing in each jurisdiction where the ownership or leasing of their properties or the conduct of their business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have become effectivea Material Adverse Effect; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) the Shares have been duly authorized and validly issued and upon payment therefor will be fully paid and non-assessable; (vi) the Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the Prospectus; all of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable and are free of statutory preemptive rights and, to such counsel's knowledge, and except as disclosed in the Registration Statement and Prospectus, contractual preemptive rights, resale rights, rights of first refusal and similar rights; the Shares are free of statutory preemptive rights and, to such counsel's knowledge, contractual preemptive rights, resale rights, rights of first refusal and similar rights; the certificates for the Shares are in due and proper form and the holders of the Shares will not be subject to personal liability by reason of being such holders; (vii) all of the outstanding shares of capital stock or ownership interests of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and, except as otherwise stated in the Registration Statement and the Prospectus, are owned by the Company, in each case, except as described in the Registration Statement or the Prospectus, subject to no security interest, other encumbrance or adverse claim; and to such counsel's knowledge, no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock or ownership interests in the Subsidiaries are outstanding; (viii) the capital stock of the Company, including the Shares, conforms to the description thereof contained in the Registration Statement and the Prospectus; (ix) (A) the Registration Statement and the Prospectus (except as to the financial statements and schedules and other financial data contained therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act; (B) the conditions to the use of Form S-3 have been satisfied; and (C) the documents incorporated by reference in the Registration Statement and the Prospectus, at the time they became effective or were filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act (except as to the financial statements and schedules and other financial data contained therein, as to which such counsel need express no opinion); (x) the Registration Statement has become effective under the Act and, to such counsel's knowledge, no stop order proceedings with respect thereto are pending or threatened under the Act and any required filing of the Prospectus and any supplement thereto pursuant to Rule 424 under the Act has been made in the manner and within the time period required by such Rule 424; (xi) no approval, authorization, consent or order of or filing with any federal, state or local governmental or regulatory commission, board, body, authority or agency or of or with the NYSE, or approval of the stockholders of the Company, is required in connection with the issuance and sale of the Shares and consummation by the Company of the transactions contemplated hereby other than registration of the Shares under the Act (except such counsel need express no opinion as to any necessary qualification under the state securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Placement Agent) and the application for the listing of the Shares on the NYSE; (xii) the execution, delivery and performance of this Agreement by the Company, the issuance and sale of the Shares by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under or give the holder of any indebtedness (or a person acting on such holder's behalf) the right to require the repurchase, redemption or re-payment of all or a part of such indebtedness under) the certificate of incorporation or bylaws, or the certificate of formation or operating agreement, as applicable, of the Company or any of the Subsidiaries, or any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which any of them or any of their respective properties may be bound or affected, or any federal, state, local or foreign law, regulation or rule or, to such counsel's knowledge, any decree, judgment or order applicable to the Company or any of the Subsidiaries, except where such breach, violation or default would not individually or in the aggregate have a Material Adverse Effect; (xiii) to such counsel's knowledge, neither the Company nor any of the Subsidiaries is in breach or violation of or in default under (nor has any event occurred which with notice, lapse of time, or both would result in any breach or violation of, or constitute a default under or give the holder of any indebtedness (or a person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) its respective certificate of incorporation or bylaws, or certificate of formation or operating agreement, as applicable, or any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any material license, lease, contract or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which any of them or any of their respective properties may be bound or affected, or any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Company or any of the Subsidiaries, except where such breach, violation or default would not individually or in the aggregate have a Material Adverse Effect; (xiv) to such counsel's knowledge, there are no affiliate transactions, off-balance sheet transactions, contracts, licenses, agreements, leases or documents of a character which are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement which have not been so described or filed; (xv) to such counsel's knowledge, there are no actions, suits, claims, investigations or proceedings pending, threatened or contemplated to which the Company or any of the Subsidiaries or any of their respective directors or officers is or would be a party or to which any of their respective properties is or would be subject at law or in equity, before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency which are required to be described in the Registration Statement or the Prospectus but are not so described; (xvi) neither the Company nor any of the Subsidiaries is nor, after giving effect to the offering and sale of the Shares, will any of them be an "investment company" or an entity "controlled" by an "investment company," as such terms are defined in the Investment Company Act or a "passive foreign investment company" or a "controlled foreign corporation" as such terms are defined in the Internal Revenue Code; (xvii) to such counsel's knowledge those statements in the Registration Statement and the Prospectus that are descriptions of contracts, agreements or other legal documents or of legal proceedings, or refer to statements of law or legal conclusions, are accurate in all material respects and present fairly the information required to be shown; and (xviii) except as disclosed in the Registration Statement or the Prospectus, no person has the right, pursuant to the terms of any contract, agreement or other instrument described in or filed as an exhibit to the Registration Statement or otherwise known to such counsel, to cause the Company to register under the Act any shares of Common Stock or shares of any other capital stock or other equity interest of the Company, or to include any such shares or interest in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Shares as contemplated thereby or otherwise. In addition, such counsel shall state that such counsel has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants of the Company and representatives of the Placement Agent at which the contents of the Registration Statement and the Prospectus were discussed and, although such counsel is not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, and such counsel has made no independent investigation or verification of the information contained in the Registration Statement and the Prospectus, on the basis of the foregoing nothing has come to the attention of such counsel that causes such counsel to believe that the Registration Statement or any amendment thereto at the time such Registration Statement or amendment became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus or any supplement thereto at the date of such Prospectus or such supplement, and at the time of purchase contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial data included in the Registration Statement or the Prospectus). (b) The Placement Agent shall have received notice thereof; from Ernst & Young LLP letters dated, respectively, the date of this Agreement and the time of purchase, and addressed to the Placement Agent in the forms heretofore approved by the Placement Agent. (c) The Placement Agent shall have received at the time of purchase the favorable opinion of Wilson, Sonsini, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, counsel for the Placement Agent, dated the time of purchase, as to the matters referred to in subparagraphs (iv), (v), (viii) (with respect to the Shares only), (ix)(A), (x) and the last subparagraph of Section 6(a). (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus, including documents deemed to be incorporated by reference therein, shall have been filed to which the Placement Agent reasonably objects in writing. (e) The Prospectus Supplement shall have been filed with the Commission pursuant to Rule 424(b) under the Act before 5:30 P.M. New York City time on the second full business day after the date of this Agreement. (f) Prior to the time of purchase, (i) no Stop Order suspending stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) the Prospectus shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. (g) Between the time of execution of this Agreement and the time of purchase, no proceeding for that material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole shall occur. (h) The Company will, at the time of purchase, deliver to the Placement Agent a certificate of its Chief Executive Officer and its Chief Financial Officer in the form attached as Exhibit B hereto. (i) The Company shall have furnished to the Placement Agent such other documents and certificates as to the accuracy and completeness of any similar purpose statement in the Registration Statement and the Prospectus as of the time of purchase, as the Placement Agent may reasonably request. (j) The Shares shall have been initiated approved for listing on the NYSE, subject only to notice of issuance at or threatened by prior to the SEC, the NASD, the NFA, or the CFTC; and all time of purchase. (k) All requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, Commission shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefromwith. (b) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing Owner, dated the Initial Closing, to the effect that as of the date of this Agreement and as of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory in form and substance to the Placement Agent and its counsel.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (ia) The Registration Statement shall have become effectiveThat, and at the time of purchase, the Placement Agent shall have received notice thereofreceive the signed opinions of counsel for the Company and counsel for the Placement Agent, substantially in the forms heretofore furnished to the Placement Agent and addressed to the Placement Agent; and that, at the time of purchase, the Placement Agent shall receive the signed letters of the independent public accountants of the Company, substantially in the form heretofore furnished to the Placement Agent and in substance satisfactory to, and addressed to, the Placement Agent; (b) That, prior to the time of purchase, no Stop Order suspending stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act by the Commission and at such time of purchase no proceeding for proceedings therefor shall be pending or threatened; (c) That, at the time the Registration Statement became effective, the Registration Statement did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that at the time of purchase the Prospectus shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, other than any statement contained in, or any similar purpose shall have been initiated or threatened by the SECmatter omitted from, the NASD, the NFA, Registration Statement or the CFTC; Prospectus in reliance upon, and all requests for additional in conformity with, information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of furnished in writing by the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected expressly for use therein with respect to the Placement Agent’s participation ; (d) That, subsequent to the respective dates as of which information is given in the Offering Registration Statement and in the Prospectus, and prior to the time of purchase, in your opinion no material adverse change, or its compensation therefrom.any development involving a prospective material adverse change, in the condition of the Company, financial or otherwise, shall have taken place (other than as referred to in or contemplated by the Registration Statement and Prospectus as of such time); (be) The occurrence That, at the time of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Ownerpurchase, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent Company shall have received a certificate performed all of the chief executive officer and of the chief financial officer of the Managing Owner, dated the Initial Closing, to the effect that as of the date of its obligations under this Agreement and as of under the Initial Closing, the representations and warranties of the Managing Owner contained herein were and Placement Agreement which are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner terms hereof at or before the time of purchase; (f) That the Company shall, at the time of purchase, deliver to the Placement Agent a signed certificate of two of its executive officers stating that, subsequent to the respective dates as of which information is given in the Registration Statement and in the Trust hereunder on Prospectus, and prior to the time of purchase, no material adverse change, or prior thereto any development involving a prospective material adverse change, in the condition of the Company, financial or otherwise, shall have been fully performed, except taken place (other than as disclosed thereinreferred to in or contemplated by the Registration Statement and Prospectus as of such time) and also covering the matters set forth in (c) and (e) of this Section 4; and (iig) The That, at the time of purchase, the New York Stock Exchange shall have approved for listing upon official notice of issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory in form and substance to the Placement Agent and its counselShares.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent pursuant to undertake the placement of Units as provided herein this Agreement shall be subject (unless waived by the Placement Agent) subject, in its discretion, to the continuing accuracy of the representations and warranties of the Managing OwnerCompany contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the Trust date hereof and as of the Funds contained hereinClosing Date, with respect to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (ia) The Registration Statement shall have become effective, and On or prior to the Closing Date the Placement Agent shall have received notice thereof; no Stop Order suspending been furnished such information, documents, certificates, and opinions as it may reasonably require for the effectiveness purpose of enabling it to review the matters referred to in Section 6, and in order to evidence the accuracy, completeness, or satisfaction of any of the Registration Statement shall have been issued and no proceeding for that or any similar purpose shall have been initiated or threatened by the SECrepresentations, the NASDwarranties, the NFAcovenants, agreements, or the CFTC; and all requests for additional information on the part of the SECconditions herein contained, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefromas it may otherwise reasonably request. (b) The occurrence of At the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer President and of the chief financial officer Chief Financial Officer of the Managing OwnerCompany, dated as of the Initial Closing, Closing Date to the effect that that, as of the date of this Agreement and as of the Initial Closing, Closing Date the representations and warranties of the Managing Owner Company contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, Closing Date the obligations to be performed by the Managing Owner and the Trust Company hereunder on or prior thereto have been fully performed. Notwithstanding the foregoing, except as disclosed therein; andthe Company hereby represents and warrants that at the Closing, the representations and warranties contained herein shall be true and correct in all respects. (iic) The All proceedings taken in connection with the issuance, sale sale, and delivery of the Units shall have been made in a manner reasonably be satisfactory in form and substance to the Placement Agent Meyers and its Meyers counsel. (d) There shall not have occurred after the date hereof, at any time prior to each Closing: (A) any domestic or international event, act, or occurrence which has materially disrupted, or in Meyers' opinion will in the immediate future materially disrupt the s▇▇▇▇▇▇ies markets; (B) a general suspension of, or a general limitation on prices for, trading in securities on any national securities exchange or the over-the-counter market; (C) any banking moratorium declared by a state or federal authority; (D) any material interruption in the mail service or other means of communication within the United States; or (E) any change in the market for securities in general or in political, financial, or economic conditions which, in Meyers' judgment, makes it inadvisable to proceed with the offering, ▇▇▇▇, and delivery of the Units. Any certificate or other document signed by any officer of the Company and delivered to Meyers or to Meyers' counsel at the Closing shall be deemed a represe▇▇▇▇▇▇n and w▇▇▇▇▇▇y by the Company hereunder as to the statements made therein. If any condition to Meyers obligations hereunder has not been fulfilled as and when requi▇▇▇ ▇▇ be so fulfilled, Meyers may terminate this Agreement or, if Meyers so elects, in writi▇▇ ▇▇▇ve any such conditions which have not ▇▇▇▇ fulfilled or extend the time for their fulfillment. In the event that Meyers elects to terminate this Agreement, Meyers shall notify the Co▇▇▇▇▇ of such election in writing. Upon suc▇ ▇▇▇▇ination, neither party shall have any further liability or obligation to the other except as provided in Section 11 hereof.

Conditions of Placement Agent’s Obligations. (▇▇▇ ▇▇a) The obligations of ▇▇▇▇▇t Agent's obligation to purchase and pay for the Placement Agent to undertake the placement of Units Shares as provided herein shall be subject (unless waived by the Placement Agent) to the continuing accuracy accuracy, as of the date hereof and the Closing Time (as if made at the Closing Time), of the representations and warranties of the Managing Owner, the Trust and the Funds contained Company herein, to the performance by the Managing Owner, the Trust and the Funds Company of their respective its obligations hereunder and to the following additional conditions: (ia) The Registration Statement shall have become effective, and been declared effective under the Placement Agent Securities Act; the Prospectus shall have received notice thereofbeen filed as required by Section 2(a) hereof; and no Stop Order stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that or any similar purpose shall have been initiated instituted or, to the Placement Agent's knowledge or the knowledge of the Company, threatened by the SECCommission, nor has any state securities authority suspended the NASD, qualification or registration of the NFA, Shares for offering or sale in any jurisdiction and any request of the CFTC; and all requests Commission for additional information on (to be included in the part of Registration Statement or the SEC, the NASD, the NFA and the CFTC, Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefrom's counsel. (b) The occurrence Placement Agent shall not have advised the Company that the Registration Statement or any amendment thereto contains an untrue statement of fact that in the opinion of the Initial Closing shall be subject (unless waived by Placement Agent or the Placement Agent's counsel is material or omits to state a fact that in the opinion of the Placement Agent or its counsel is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the opinion of the Placement Agent or the Placement Agent's counsel is material or omits to state a fact that in the opinion of the Placement Agent or the Placement Agent's counsel is material and is necessary, in the light of the circumstances under which they were made, to make the statements therein not misleading. (c) Except as contemplated in the Prospectus Supplement, subsequent to the respective dates as of which information is included or incorporated by reference into the Registration Statement and the Prospectus, there shall not have been any change, on a consolidated basis, in the equity capitalization (except in connection with the issuance of the Equity Focus Shares), short-term debt or long-term debt of the Company, or any Material Adverse Effect, or any development involving a prospective Material Adverse Effect or any adverse change in the rating assigned to any securities of the Company, that, in the Placement Agent's judgment, makes it impractical or inadvisable (a) to commence or continue the continuing accuracy offering of the representations common shares in the Fund to the public or (b) to enforce contracts for the sale of common shares in the Fund. (d) Nixon Peabody LLP, counsel for the Company, shall have fur▇▇▇▇▇d to the Placement Agent its written opinion, as counsel to the Company, addressed to the Placement Agent and warranties dated the Closing Date, as to which for matters of Maryland law Clifford Chance Rogers & Wells LLP may rely upon, in form ▇▇▇ ▇▇▇▇tance sa▇▇▇▇▇▇tory to the Managing Owner, the Trust and the Funds contained herein as of and through the Initial ClosingPlacement Agent, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditionseffect that: (i) As Each of the Initial ClosingCompany, the Placement Agent shall have received Operating Partnership and the QRS has been duly incorporated or formed, as the case may be, and is validly existing as a certificate of corporation, general or limited partnership, or other legal entity, as the chief executive officer and of the chief financial officer of the Managing Ownercase may be, dated the Initial Closing, in good standing (to the effect that extent such concept is applicable) under the laws of its jurisdiction of incorporation or formation, as of the date of case may be, and has full power (corporate or other) and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and to enter into and perform its obligations under this Agreement and as is duly qualified or registered to do business in each jurisdiction in which it owns or leases real property or in which the conduct of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurateits business requires such qualification or registration, except as disclosed therein, and that as of where the Initial Closing, the obligations failure to be performed by the Managing Owner and the Trust hereunder on so qualified or prior thereto have been fully performed, except as disclosed therein; andregistered would not result in a Material Adverse Effect; (ii) The issuance, Company has authorized capital stock as set forth in or incorporated by reference into the Prospectus. The Shares have been duly authorized by the Company for issuance and sale and delivery when issued and sold pursuant to this Agreement will be duly and validly issued, fully paid and nonassessable and none of Units shall them will have been made issued in violation of any preemptive or other similar right under the charter documents of the Company or the laws of the State of Maryland, as the case may be. The issued and outstanding capital stock of the Company and the Shares conform, or will conform, in all material respects to the descriptions thereof contained in, or incorporated by reference into, the Registration Statement and the Prospectus. The form of certificate used to evidence the Shares is in due and proper form and complies with all applicable statutory requirements, with any applicable requirements of the Company's organizational documents and with the requirements of the NYSE; (iii) The Registration Statement has become effective under the Securities Act, the Prospectus Supplement has been filed as required by Section 2(a) hereof and, to the best knowledge of such counsel, after due inquiry, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or threatened by the Commission; (iv) Each part of the Registration Statement, when such part became effective, and the Prospectus and any amendment or supplement thereto, on the date of filing thereof with the Commission and at the Closing Date, complied as to form in all material respects with the requirements of the Securities Act and the Securities Act Rules and Regulations; it being understood that such counsel need express no opinion as to the financial statements, financial schedules or other financial or statistical data included in, or incorporated by reference into, the Registration Statement or the Prospectus; (v) The descriptions in the Registration Statement and the Prospectus of statutes, legal and governmental proceedings, contracts and other documents are accurate and fairly present the information required to be shown in all material respects; and such counsel does not know of any statutes or legal or governmental proceedings required to be described in the Prospectus that are not described as required, or of any contracts or documents of a character required to be described that are not described as required, in the Registration Statement or Prospectus; (vi) This Agreement has been duly authorized, executed and delivered by the Company and the Operating Partnership and constitutes the legal, valid and binding obligations of the Company and the Operating Partnership enforceable against them in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein will not result in a manner breach or violation of any of the terms and provisions of, or constitute a default under, (a) any statute or any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement or evidence of indebtedness, lease, contract or other agreement or instrument filed as an exhibit to the Registration Statement or any filing under the Exchange Act incorporated therein by reference, except where such breach, violation or default would not have a Material Adverse Effect, (b) the articles of incorporation, by-laws, certificate of general or limited partnership, partnership agreement, or other organizational document of the Company, the Operating Partnership or the QRS, as applicable, or (c) any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company, the Operating Partnership or the QRS or any of their properties or other assets; and except as may be required under any securities or blue sky laws, no consent, approval, authorization, notice to, order of, or filing with, any court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance or sale of the Shares by the Company, except such as have been obtained (or, with respect to filings, made) under the Securities Act or from the NYSE; (vii) The disclosure contained in the Prospectus under the captions "Description of Capital Stock," "Certain Other Provisions of Maryland Law and Our Articles of Incorporation" and "Federal Income Tax Considerations," to the extent such information constitutes matters of law, summaries of legal matters or legal conclusions, has been reviewed by such counsel and are accurate in all material respects. (viii) Commencing with the Company's taxable year ending December 31, 1994, the Company has been organized and operated in conformity with the requirements for qualification as a REIT under the Code, and its method of operation through the date of this letter and its proposed method of operation, will continue to enable it to meet the requirements for qualification and taxation as a REIT. (ix) To such counsel's knowledge, there is no litigation or governmental or other proceeding or investigation, before any court or before or by any public body or board pending or threatened against, or involving the assets, properties or businesses of, the Company or any of the Subsidiaries, involving the Company's or any of its Subsidiaries' officers or directors or to which any of the Company's or any of its Subsidiaries' properties or other assets are subject which might reasonably satisfactory be expected to have a Material Adverse Effect or to affect the consummation of the transactions contemplated herein or the performance by the Company of its obligations hereunder. (x) Neither the Company nor any of its Subsidiaries is an "investment company" or an entity "controlled" by an "investment company" within the meaning of the 1940 Act and the rules and regulations thereunder. Such counsel shall also include a statement to the effect that such counsel has participated in form the preparation of the Registration Statement and substance the Prospectus and participated in discussions with certain officers, trustees and employees of the Company, representatives of the independent accountants who examined the financial statements of the Company included or incorporated by reference in the Registration Statement and the Prospectus, and you and your representatives and such counsel has reviewed certain Company and Operating Partnership records and documents. While such counsel has not independently verified and is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the information contained in the Registration Statement and the Prospectus (including any of the documents incorporated by reference therein except as set forth in opinion (vii) above), on the basis of such participation and review, nothing has come to such counsel's attention that would lead it to believe that the Registration Statement (except for financial statements, supporting schedules and other financial data included or incorporated by reference therein or omitted therefrom and for statistical information derived from such financial statements, supporting schedules or other financial data, as to which such counsel need not express any belief), at the time such Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus (except for financial statements, supporting schedules and other financial data included or incorporated by reference therein or omitted therefrom and for statistical information derived from such financial statements, supporting schedules or other financial data, as to which such counsel need not express any belief), at the time the Prospectus was issued, or at the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) Ann M. McCormick, Esq., General Counsel of the Company, shall ▇▇▇▇ ▇▇▇▇▇▇▇ed to the Placement Agent her written opinion addressed to the Placement Agent and dated such Closing Date, in form and substance satisfactory to the Placement Agent, to the effect that: (i) Each of the Subsidiaries (other than the Operating Partnership and the QRS) and the GP Entities has been duly incorporated or formed, as the case may be, and is an existing corporation, general or limited partnership, or other legal entity, as the case may be, in good standing under the laws of its counsel.jurisdiction of incorporation or formation, as the case may be, and has full power (corporate and other) and authority to own or hold its properties and to conduct the business in which it is engaged, and is duly qualified or registered to do business in each jurisdiction in which it owns or leases real property or in which the conduct of its business requires such qualification or registration, except where the failure to be so qualified or registered, considering all such cases in the aggregate, would not have a Material Adverse Effect; (ii) The Company has authorized, issued and outstanding capital stock as set forth in the Prospectus. All of the issued and outstanding shares of capital stock of the Company have been duly and validly authorized and issued, and all of the issued and outstanding shares of capital stock of the Company are fully paid and nonassessable and none of them was issued in violation of any preemptive or other similar right under the charter documents of the Company, the laws of the State of Maryland or any contract to which the Company is a party, as the case may be. The Shares will not have been issued in violation of any preemptive or other similar right under any contract to which the Company is a party. Except as disclosed in the 15 Registration Statement and the Prospectus, there is no outstanding option, warrant or other right calling for the issuance of, and no commitment, plan or arrangement to issue, any shares of capital stock of the Company (except in connection with the Equity Focus Shares), or any security convertible into, exercisable for, or exchangeable for shares of capital stock of the Company. No holder of any security of the Company has the right to have any security owned by such holder included for registration in the Registration Statement or otherwise registered by the Company under the Securities Act in connection with the issuance and sale of the Shares. All of the issued and outstanding capital stock or ownership interests of each of the Subsidiaries has been duly authorized and are validly issued, fully paid and nonassessable and, except as specified on Schedule A hereto, are wholly owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; (iii) The documents incorporated by reference in the Registration Statement and the Prospectus or any amendment or supplement thereto, when they became effective under the Securities Act or were filed with the Commission under the Securities Act or Exchange Act, as the case may be, complied as to form, in all material respects, with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; (iv) There are no contracts or documents of a character (1) to be filed under the Exchange Act if upon such filing they would be incorporated by reference in the Registration Statement or the Prospectus or (2) to be filed as exhibits to the Registration Statement, that are not described and filed as require

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent pursuant to undertake the placement of Units as provided herein this Agreement shall be subject (unless waived by the Placement Agent) subject, in its discretion, to the continuing accuracy of the representations and warranties of the Managing OwnerCompany contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the Trust date hereof and as of the Funds contained hereinClosing Date (and, if applicable, each Additional Closing Date) to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (ia) The Registration Statement shall have become effectiveAt the Closing and each Additional Closing, and as the case may be, the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness favorable opinion of Fenwick & West LLP, counsel for the Registration Statement shall have been issued Company, and no proceeding Morr▇▇▇▇ ▇▇▇ Foer▇▇▇▇ ▇▇▇, patent counsel for that or any similar purpose shall have been initiated or threatened by the SECCompany, respectively, each dated the NASDdate of delivery, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected addressed to the Placement Agent’s participation , in substantially the Offering or its compensation therefromforms of Exhibit II-1 and Exhibit II-2 hereto, respectively. (b) The occurrence On or prior to the Closing Date and each Additional Closing Date, as the case may be, the Placement Agent shall have been furnished such information, documents and certificates as it may reasonably require for the purpose of enabling it to review the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction of any of the Initial Closing shall be subject representations, warranties, covenants, agreements or conditions herein contained, or as it may otherwise reasonably request. (unless waived by c) At the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to and each Additional Closing, as the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closingcase may be, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing OwnerCompany, dated the Initial ClosingClosing Date or such Additional Closing Date, as the case may be, to the effect that that, as of the date of this Agreement and as of the Initial ClosingClosing Date or such Additional Closing Date, as the case may be, the representations and warranties of the Managing Owner Company contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on Closing Date or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory in form and substance to the Placement Agent and its counsel.such Additional

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy fulfillment, at or before each Closing, of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following additional conditions: (ia) Each of the representations, warranties and covenants of the Company shall be true and correct when made on the date hereof and on and as of each Closing Date as though made on and as of each Closing Date. (b) The Registration Statement Company shall have become effectiveperformed and complied with all agreements, covenants and conditions required to be performed and complied with by it under the Placement Agent shall have received notice thereof; no Stop Order Transaction Documents at or before each Closing. (c) No order suspending the effectiveness use of the Registration Statement Memorandum or enjoining the offering or sale of the Shares shall have been issued issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated or threatened by pending, or, to the SEC, the NASD, the NFA, or the CFTC; and all requests for additional information on the part best of the SECCompany’s knowledge, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering are contemplated or its compensation therefromthreatened. (b) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (id) As of the Initial First Closing, the Company will have the authorized capitalization as described in the SEC filings. (e) The Placement Agent shall have received a certificate of the chief executive officer and President of the chief financial officer Company, dated as of each Closing Date, certifying, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the Managing Ownerconditions set forth in paragraphs (a), (b), (c) and (d) above. (f) The Company shall have delivered to the Placement Agent: (i) a currently dated good standing certificate from the Initial Secretary of State of Delaware and each jurisdiction in which the Company is qualified to do business as a foreign corporation and (ii) at the First Closing, certified resolutions of the Company’s Board of Directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement and the other Transaction Documents. (g) At each Closing, the President of the Company shall have provided a certificate to the effect Placement Agent confirming that there have been no material adverse changes in the condition (financial or otherwise) or prospects of the Company from the date of the financial statements included in the Memorandum, the absence of undisclosed known material liabilities (other than liabilities arising in the ordinary course of business subsequent to the date of the most recent balance sheet included in the Memorandum) and such other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably request. (h) At each Closing, the Company shall pay and deliver to the Placement Agent the Placement Agent’s Consideration, each calculated in accordance with Sections 3(d) hereof. (i) At the First Closing and each Closing thereafter, the Company and each Investor, as of the date of this thereof, shall have entered into a Subscription Agreement and as a Registration Rights Agreement. (j) All proceedings taken at or prior to each Closing in connection with the authorization, issuance and sale of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to Shares will be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake hereunder in respect of the placement shares of Units as provided herein shall be each series of Offered Preferred Shares are subject (unless waived by the Placement Agent) to the continuing accuracy accuracy, on and as of each Representation Date, of the representations and warranties of the Managing Owner, the Trust Fund and the Funds Investment Manager contained herein, to the accuracy of the statements of the Fund and the Investment Manager and their respective officers made in any certificates delivered pursuant hereto, to the performance by the Managing Owner, the Trust Fund and the Funds Investment Manager of their respective obligations required to be performed hereunder on or prior to the Date of Original Issue of such series, and to the satisfaction of each of the following additional terms and conditions: (ia) The Registration Statement Copies of the final Offering Circular (and any amendments or supplements thereto) with respect to such series of Offered Preferred Shares shall have become effective, and been distributed to the Placement Agent shall have received notice thereof; in accordance with Section 3(d) hereof, and no Stop Order stop order suspending the effectiveness sale of the Registration Statement shares of such series of Offered Preferred Shares in any jurisdiction shall have been issued and no proceeding for that or any similar purpose shall have been initiated commenced or threatened by the SEC, the NASD, the NFA, shall be pending or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefromthreatened. (b) The occurrence Placement Agent shall not have discovered and disclosed to the Fund that the Offering Circular or any amendment or supplement thereto contains an untrue statement of a fact which, in the Initial Closing shall be subject (unless waived by reasonable opinion of the Placement Agent, is material or omits to state any fact which, in the reasonable opinion of the Placement Agent, is material and is required to be stated therein or is necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. (c) Each of the Auction Agency Agreement and the Broker-Dealer Agreement with ▇▇▇▇▇▇ Brothers Inc. shall have been duly executed and delivered by the parties thereto and shall be in full force and effect or, in the case of the Auction Agency Agreement, a similar agreement with a replacement auction agent shall be in full force and effect. (d) The Insurance Policy shall have been duly executed and delivered by the Insurer to the continuing Secured Parties Representative, shall be in full force and effect and shall have been amended, if necessary, to include such series of Offered Preferred Shares as a "Insured Obligation" thereunder. (e) An indemnification agreement between the Insurer and the Placement Agent, in form and substance satisfactory to the Placement Agent, shall have been executed and delivered by the parties thereto and shall be in full force and effect. (f) The Placement Agent shall have received an opinion of ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Fund, dated such Date of Original Issue and addressed to the Placement Agent, regarding negative assurances concerning the Offering Circular and the accuracy of the descriptions of the Preferred Shares and the Fund Agreements in the Offering Circular, in the form attached hereto as Exhibit D. (g) The Placement Agent shall have received an opinion of ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Fund, dated such Date of Original Issue and addressed to the Placement Agent, regarding general corporate matters, due formation of the Fund, issuance of the shares of such series of Preferred Shares, New York enforceability of the Fund Agreements, compliance with securities laws, the 1940 Act and the Advisers Act, and other New York and federal law matters, in the form attached hereto as Exhibit E. (h) The Placement Agent shall have received an opinion of ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Fund, dated such Date of Original Issue and addressed to the Placement Agent, that the statements set forth in the Offering Circular under the heading "Certain U.S. Federal Income Tax Aspects of an Investment in the Company" accurately describe the material federal income tax consequences to holders of the Preferred Shares, in the form attached hereto as Exhibit F. (i) The Placement Agent shall have received an opinion of ▇▇▇▇▇▇▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Investment Manager, dated such Date of Original Issue and addressed to the Placement Agent, regarding general corporate matters, due formation of the Investment Manager, New York enforceability of the Fund Agreements to which the Investment Manager is a party, compliance with securities laws, the 1940 Act and the Advisers Act, and other New York and federal law matters, in the form attached hereto as Exhibit G. (j) The Placement Agent shall have received an opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, counsel to the Co-Manager, dated such Date of Original Issue and addressed to the Placement Agent, regarding general corporate matters, due incorporation of the Co-Manager, New York enforceability of the Fund Agreements to which the Co-Manager is a party, compliance with securities laws, the 1940 Act and the Advisers Act, and other New York and federal law matters, in the form attached hereto as Exhibit H. (k) The Placement Agent shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, special counsel to the Custodian, dated such Date of Original Issue and addressed to the Placement Agent, regarding general corporate matters, due organization of the Custodian, New York enforceability of the Fund Agreements to which the Custodian is a party, and New York and federal law matters, in the form attached hereto as Exhibit I. (l) The Placement Agent shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, dated such Date of Original Issue and addressed to the Placement Agent, with respect to the validity of the shares of such series of Preferred Shares and such other matters as the Placement Agent may reasonably request. (m) The Placement Agent shall have received an opinion from ▇▇▇▇ ▇▇▇, Assistant General Counsel of the Insurer, dated such Date of Original Issue and addressed to the Placement Agent, pertaining to the enforceability of the Insurance Policy and other matters, in the form attached hereto as Exhibit J. (n) The Placement Agent shall have received a letter from S&P stating that the shares of such series of Offered Preferred Shares have received a rating of "AAA" from S&P and a letter from Moody's stating that the shares of such series of Offered Preferred Shares have received a rating of "Aaa" from Moody's. (i) Trading in the auction rate securities market shall not have been suspended, generally disrupted or limited during the Marketing Period immediately preceding such Date of Original Issue, (ii) a material disruption in the securities settlement system maintained by DTC shall have not occurred and be continuing on such Date of Original Issue or (iii) any moratorium on commercial banking activities shall not have been declared by federal or state authorities and be continuing on such Date of Original Issue. (p) The Placement Agent shall have received on such Date of Original Issue a certificate or certificates signed by a senior executive officer and senior financial officer of the Fund, dated such Date of Original Issue, in which such officers shall state that, to the best of their knowledge (A) the representations and warranties of the Managing Owner, the Trust Fund in this Agreement and the Funds contained herein Fund Agreements are true and correct on and as of such Date of Original Issue; (B) that the Fund has complied with all agreements and through satisfied all conditions on its part to be performed or satisfied hereunder or under the Initial ClosingFund Documents at or prior to such Date of Original Issue; (C) no event or occurrence which with the passage of time or the giving of notice thereof or both would become an "Event of Default" (as defined in the Credit Agreement) has occurred and is continuing; (D) subsequent to the date as of which information is given in the Offering Circular, there has not been any material change in the capital stock or debt of the Fund or any material adverse change, or any development which is reasonably likely to cause a material adverse change, in or affecting the general affairs, management, financial position, stockholders' equity, results of operations, business or prospects of the Fund, other than as set forth or contemplated in the Offering Circular; and (E) nothing has come to such officers' attention that would lead such officers to believe that the Offering Circular as of such Date of Original Issue includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that such officers shall make no such statement with respect to the Placement Agent's Information or the Insurer's Information. (q) The Placement Agent shall have received on such Date of Original Issue a certificate or certificates signed by the person serving as the chief executive officer of the Investment Manager or the person serving as the chief financial officer of the Investment Manager and any other officer of the Investment Manager, dated such Date of Original Issue, in which such officers shall state that, to the performance by the Managing Owner, the Trust and the Funds best of their respective obligations hereunder knowledge (A) the representations and warranties of the Investment Manager in this Agreement and any other Fund Agreements to which the Investment Manager is a party are true and correct on and as of such Date of Original Issue; (B) that the Investment Manager has complied with all agreements and through satisfied all conditions on its part to be performed or satisfied hereunder or under the Initial Closing Fund Agreements at or prior to such Date of Original Issue; (C) no event or occurrence which with the passage of time or the giving of notice thereof or both would become an "Event of Default" (as defined in the Credit Agreement) has occurred and is continuing; and (D) nothing has come to such officers' attention that would lead such officers to believe that the Offering Circular as of such Date of Original Issue includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that such officers shall make no such statement with respect to the following conditions:Placement Agent's Information or the Insurer's Information. (ir) As If the Offering Circular with respect to such series of Preferred Shares contains financial data with respect to the Initial ClosingFund, the Placement Agent shall have received a certificate letter from the certified independent accountants of the chief executive officer and of Fund, addressed to the chief financial officer of the Managing OwnerPlacement Agent, dated the Initial Closingsuch Date of Original Issue, to the effect that as of the date of this Agreement and as of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory in form and substance acceptable to the Placement Agent (A) confirming that they are independent public accountants with respect to the Fund within the meaning of Rule 101 of the Code of Professional Conduct of the AICPA and its counselinterpretations and rulings thereunder and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission and (B) stating, as of such Date of Original Issue (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Offering Circular, as of a date not more than five days prior to the Date of Original Issue), the conclusions and findings of such firm with respect to the financial information and other matters covered in the letter with respect to the Offering Circular delivered pursuant to Section 3(c) hereof and (C) confirming in all material respects the conclusions and findings set forth in the initial letter. (s) On such Date of Original Issue, (i) ▇▇▇▇▇▇▇▇▇▇ is acting as the investment manager of the Fund pursuant to the Investment Management Agreement, (ii) the Board of Directors has not approved the termination of the Investment Management Agreement or the termination of ▇▇▇▇▇▇▇▇▇▇ as the investment manager of the Fund, (iii) neither the Fund nor ▇▇▇▇▇▇▇▇▇▇ has provided the other party with notice of the termination of the Investment Management Agreement and (iv) no event has occurred as of such Date of Original Issue which gives the Insurer or any other party the right to terminate the Investment Management Agreement. (t) As of such Date of Original Issue, the Board of Directors shall not have failed to declare dividends payable in respect of any outstanding series of Preferred Shares. (u) The Placement Agent shall have received all other documents, opinions and certificates in respect of the issuance of such series of Offered Preferred Shares that it shall have received hereunder on the Initial Date of Original Issue in respect of the issuance of the initial series of Preferred Shares.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent pursuant to undertake the placement of Units as provided herein this Agreement shall be subject (unless waived by the Placement Agent) subject, in its discretion, to the continuing accuracy accuracy, in all material respects, of the representations and warranties of the Managing OwnerCompany contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the Trust date hereof and the Funds contained hereinas of each Closing Date, with respect to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (ia) The Registration Statement shall have become effectiveAt the initial Closing, and the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness opinion of ▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP, counsel for the Registration Statement shall have been issued and no proceeding for that or any similar purpose shall have been initiated or threatened by the SECCompany, the NASDdated each Closing Date, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected addressed to the Placement Agent’s participation , and in form and scope satisfactory to counsel for the Placement Agent in the Offering form of Exhibit A annexed hereto. With respect to subsequent closings, counsel may provide a "bring down" opinion. In rendering such opinion, counsel for the Company may rely: (A) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company; and (B) to the extent they deem proper, upon written statements or its compensation therefromcertificates of officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to counsel for the Placement Agent. (b) The occurrence of On or prior to the Initial Closing shall be subject (unless waived by Date, the Placement Agent) Agent shall have been furnished such information, documents, certificates, and opinions as it may reasonably require for the purpose of enabling it to review the continuing accuracy matters referred to in Section 7, and in order to evidence the accuracy, completeness, or satisfaction of any of the representations and warranties of the Managing Ownerrepresentations, the Trust and the Funds contained warranties, covenants, agreements, or conditions herein contained, or as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions:it may otherwise reasonably request. (ic) As of the Initial At each Closing, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing OwnerCompany, dated the Initial Closing, applicable Closing Date to the effect that that, as of the date of this Agreement and as of the Initial Closing, applicable Closing Date the representations and warranties of the Managing Owner Company contained herein were and are accurate, except as disclosed thereinaccurate in all material respects, and that as of the Initial Closing, Closing Date the obligations to be performed by the Managing Owner and the Trust Company hereunder on or prior thereto have been fully performed, except as disclosed therein; and. (iid) The All proceedings taken in connection with the issuance, sale sale, and delivery of the Units shall have been made in a manner reasonably be satisfactory in form and substance to the Placement Agent you and its your counsel. (e) There shall not have occurred after the date hereof, at any time prior to each Closing: (A) any domestic or international event, act, or occurrence which has materially disrupted, or in your opinion will in the immediate future materially disrupt the securities markets; (B) a general suspension of, or a general limitation on prices for, trading in securities on the Nasdaq SmallCap Market or the over-the-counter market; (C) any banking moratorium declared by a state or federal authority; (D) any material interruption in the mail service or other means of communication within the United States; (E) any material adverse change in the business, properties, assets, results of operations, or financial condition of the Company; or (F) any change in the market for securities in general or in political, financial, or economic conditions which, in your judgment, makes it inadvisable to proceed with the offering, sale, and delivery of the Units. Any certificate or other document signed by any officer of the Company and delivered to you or to your counsel at a Closing shall be deemed a representation and warranty by the Company hereunder as to the statements made therein. If any condition to your obligations hereunder has not been fulfilled as and when required to be so fulfilled, you may terminate this Agreement or, if you so elect, in writing waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event that you elect to terminate this Agreement, you shall notify the Company of such election in writing. Upon such termination, neither party shall have any further liability or obligation to the other except as provided in Section 11 hereof.

Conditions of Placement Agent’s Obligations. (a) The obligations of the ------------------------------------------- Placement Agent to undertake the placement of Units as provided herein shall be Agents hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy accuracy, as of the representations date hereof and warranties at each of the Managing OwnerClosing Date (as if made at such Closing Date), of and compliance with all representations, warranties and agreements of the Trust and the Funds Company contained herein, to the performance by the Managing Owner, the Trust and the Funds Company of their respective its obligations hereunder and to the following additional conditions: (ia) The If the Company has elected to rely on Rule 430A under the Act, the Registration Statement shall have become been declared effective, and the Placement Agent Prospectus (containing the information omitted pursuant to Rule 430A) shall have received notice thereofbeen filed with the Commission not later than the Commission's close of business on the second business day following the date hereof or such later time and date to which the Placement Agents shall have consented; no Stop Order if the Company does not elect to rely on Rule 430A, the Registration Statement shall have been declared effective not later than the Termination Date or such later time and date to which the Placement Agents shall have consented. No stop order suspending the effectiveness of the Registration Statement or any amendment thereto shall have been issued, and no proceedings for that purpose shall have been instituted or threatened or, to the knowledge of the Company or the Placement Agents, shall be contemplated by the Commission. The Company shall have complied with any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise). (b) None of the Placement Agents shall have advised the Company that the Registration Statement or the Prospectus, or any amendment thereof or supplement thereto contains an untrue statement of fact which, in your opinion, is material, or omits to state a fact which, in your opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, the Company shall not have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants), or any material change in the short-term or long-term debt of the Company, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company, or any material adverse change or any development involving a prospective material adverse change (whether or not arising in the ordinary course of business), in the general affairs, condition (financial or otherwise), business, key personnel, property, prospects, net worth or results of operations of the Company that, in your judgment, makes it impractical or inadvisable to offer or deliver the Shares on the terms and in the manner contemplated in the Prospectus. (d) On the Closing Date, there shall have been furnished to the Placement Agents, the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Company, dated such Closing Date and addressed to the Placement Agents, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Minnesota. The Company has corporate power to own its properties and conduct its business as described in the Registration Statement and Prospectus, and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which it owns or leases real property or in which the conduct of its business makes such qualification necessary and in which the failure to so qualify would have a material adverse effect upon the business, condition (financial or otherwise) or properties of the Company. (ii) The capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus under the caption "Description of Capital Stock." All of the issued and outstanding shares of the capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, and the holders thereof are not subject to personal liability by reason of being such holders. The Shares to be issued and sold by the Company hereunder have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and nonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders. Except as otherwise stated in the Registration Statement and Prospectus, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company's charter, by-laws or any agreement or other instrument known to such counsel to which the Company is a party or by which the Company is bound. To the best of such counsel's knowledge, neither the filing of the Registration Statement nor the offering or sale of the Shares as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company. (iii) The Registration Statement has been declared effective by the Commission under the Act and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of such counsel, threatened by the Commission. (iv) The descriptions in the Registration Statement and Prospectus of statutes, legal and governmental proceedings, contracts and other documents are accurate and fairly present the information required to be shown; and such counsel does not know of any statutes or legal or governmental proceedings required to be described in the Prospectus that are not described as required, or of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or included as exhibits to the Registration Statement that are not described or included as required. (v) The Company has corporate power to enter into this Agreement, and this Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid, legal and binding obligation of the Company enforceable in accordance with its terms (except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity); the execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule or regulation, any agreement or instrument known to such counsel to which the Company is a party or by which it is bound or to which any of its property is subject, the Company's charter or by-laws, or any similar purpose order or decree known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its respective properties; and no consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the issuance or sale of the Shares by the Company, except such as may be required under the Act or state securities laws. (vi) To the best of such counsel's knowledge, the Company holds, and is operating in compliance in all material respects with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders of any governmental or self-regulatory body required for the conduct of its business and all such franchises, grants, authorizations, licenses, permits, easements, consents, certifications and orders are valid and in full force and effect. (vii) To the best of such counsel's knowledge, the Company is not in violation of its charter or by-laws. To the best of such counsel's knowledge, the Company is not in breach of or otherwise in default in the performance of any material obligation, agreement or condition contained in any bond, debenture, note, indenture, loan agreement or any other material contract, lease or other instrument to which it is subject or by which it may be bound, or to which any of the material property or assets of the Company is subject. (viii) The Registration Statement and the Prospectus, and any amendment thereof or supplement thereto (including any term sheet within the meaning of Rule 434 of the Rules and Regulations), comply as to form in all material respects with the requirements of the Act and the Rules and Regulations; and on the basis of conferences with officers of the Company, examination of documents referred to in the Registration Statement and Prospectus and such other procedures as such counsel deemed appropriate, nothing has come to the attention of such counsel that causes such counsel to believe that the Registration Statement or any amendment thereof, at the time the Registration Statement became effective and as of such Closing Date (including any Registration Statement filed under Rule 462(b) of the Rules and Regulations), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus (as of its date and as of such Closing Date), as amended or supplemented, includes any untrue statement of material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; it being understood that such counsel need express no opinion as to the financial statements or other financial data included in any of the documents mentioned in this clause. (ix) Such other matters as you may reasonably request. In rendering such opinion such counsel may state that such counsel (i) expresses no opinion as to the laws of any jurisdiction other than the laws of the State of Minnesota, the Minnesota Business Corporation Act and the federal laws of the United States and (ii) expresses no opinions concerning the Federal Food, Drug and Cosmetic Act or related rules and regulations. In rendering such opinion such counsel may rely (i) as to matters of law other than Minnesota and federal law, upon the opinion or opinions of local counsel provided that the extent of such reliance is specified in such opinion and that such counsel shall state that although such counsel is not admitted to practice law in such jurisdiction, it has no reason to believe that they and you are not entitled to rely on such opinion and (ii) as to matters of fact, to the extent that such counsel deems reasonable upon certificates of public officials and officers of the Company provided that the extent of such reliance is specified in such opinion. (e) On the Closing Date, there shall have been initiated or threatened by the SEC, the NASD, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected furnished to the Placement Agent’s participation in Agents, the Offering or its compensation therefrom. (b) The occurrence opinion of Schwegman, Lundberg, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A., special patent counsel for the Initial Company, dated such Closing shall be subject (unless waived by Date and addressed to the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial ClosingAgents, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditionseffect that: (i) As Such counsel is familiar with the acylfulvene technology and intellectual property and, in particular, the irofulven products under development by the Company and has read the portions of the Initial ClosingRegistration Statement entitled "If we are unable to obtain intellectual property protection, or protect our proprietary technology, we may be unable to compete effectively"; "If the validity of our patents or other proprietary rights are successfully challenged, our business will suffer"; and "Patents and Proprietary Rights"; (ii) To such counsel's knowledge, the Placement Agent portions of the Registration Statement and the Prospectus referenced in paragraph (i): (A) do not contain any untrue statement of a material fact with respect to patents, trade secrets, trademarks, service marks or other proprietary information or materials owned or used by the Company, or the manner of its use thereof, or any allegation on the part of any person that the Company is infringing any patent rights, trade secrets, trademarks, service marks or other proprietary information or materials of any such person; and (B) do not omit to state any material fact relating to patents, trade secrets, trademarks, service marks or other proprietary information or materials owned or used by the Company, or the manner of its use thereof, necessary to make the statements therein not misleading; (iii) To such counsel's knowledge, there are no actions, suits, claims, or adverse legal or governmental proceedings pending relating to patent rights, trade secrets, trademarks, service marks or other proprietary information or materials of the Company, and to such counsel's knowledge no such proceedings are threatened or contemplated by governmental authorities or others; (iv) To such counsel's knowledge, the Company is not infringing or otherwise violating any valid and enforceable patents, trade secrets, trademarks, service marks or other proprietary information or materials, of others, and to the best of such knowledge there are no infringements by others of any of the Company's patents, trade secrets, trademarks, service marks or other proprietary information or materials which in our judgement could affect materially the use thereof by the Company; (v) To such counsel's knowledge, patent applications, trademark registrations and trademark registration applications listed on the attached schedules have been properly prepared and filed; the Company has complied with any applicable duties of disclosure at the PTO or elsewhere; the Company is pursuing and/or maintaining the patents, patent applications, trademark registrations and trademark registration applications listed on the attached schedule; and all of the patents, patent applications, trademark registrations and trademark registration applications listed on the attached schedule are either, owned by the Company, assigned to the Company or exclusively licensed by the Company; (vi) With respect to any patents, patent applications, trademark rights or other proprietary information or materials licensed by the Company from third parties (individually, a "Licensor"), to our knowledge, there is no reason why the Company would not have or could not obtain a valid license from any such Licensor; and, specifically with respect to patents and patent applications, counsel is unaware of any facts that would cause such counsel to believe that any such Licensor has failed to comply with applicable duties of disclosure at the PTO or elsewhere; (vii) To such counsel's knowledge, there is no reason why the patents and trademark registrations listed on the attached schedules or licensed by the Company from a Licensor are invalid or unenforceable as issued; and (viii) To such counsel's knowledge, there are no claims of third parties to any ownership interest or lien with respect to any of the patents, patent applications, trademark rights or other proprietary information or materials listed on the attached schedule or licensed by the Company from a Licensor. (f) On the Closing Date, there shall have received a certificate been furnished to the Placement Agents, the opinion of ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C., special regulatory counsel for the chief executive officer and of the chief financial officer of the Managing OwnerCompany, dated such Closing Date and addressed to the Initial ClosingPlacement Agents, to the effect that as of the date of this Agreement and as of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; andthat: (iii) The issuance, sale statements of federal law or regulation in the Registration Statement and delivery Prospectus under the captions "Risk Factors - If we do not receive regulatory approvals of Units shall have been made in a manner reasonably satisfactory in form and substance to the Placement Agent and its counsel.irofulven is delayed or any of our other prod

Conditions of Placement Agent’s Obligations. (a) The obligations of the ------------------------------------------- Placement Agent pursuant to undertake the placement of Units as provided herein this Agreement shall be subject (unless waived by the Placement Agent) subject, in its discretion, to the continuing accuracy of the representations and warranties of the Managing OwnerCompany contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the Trust date hereof and as of the Funds contained hereinClosing Date (and, if applicable, each Additional Closing Date) to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (ia) The Registration Statement shall have become effectiveAt the Closing and each Additional Closing, and as the case may be, the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness opinion of ▇▇▇▇ and ▇▇▇▇ LLP, counsel for the Registration Statement shall have been issued and no proceeding for that or any similar purpose shall have been initiated or threatened by the SECCompany, the NASD, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTCopinion of Fish & ▇▇▇▇▇▇▇▇▇▇, shall have been complied with to PC, patent counsel for the reasonable satisfaction of Company, dated the Placement Agent and its counsel; and (ii) The NASDClosing Date or such Additional Closing Date, upon review of as the terms of the Offeringcase may be, shall not have objected addressed to the Placement Agent’s participation , in substantially the Offering or its compensation therefromform of Exhibit II-1 and Exhibit II-2 hereto, respective. (b) The occurrence of At the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial each Additional Closing, to as the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closingcase may be, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing OwnerCompany, dated the Initial ClosingClosing Date or such Additional Closing Date, as the case may be, to the effect that that, as of the date of this Agreement and Closing Date or such Additional Closing Date, as of the Initial Closingcase may be, the representations and warranties of the Managing Owner Company contained herein were and are accurate, except as disclosed therein, and that as of the Initial ClosingClosing Date or such Additional Closing Date, as the case may be, the obligations to be performed by the Managing Owner and the Trust Company hereunder on or prior thereto have been fully performed, except as disclosed therein; and. (iid) The All proceedings taken in connection with the issuance, sale and delivery of Units the Securities, Warrants and Commission Shares (if any) shall have been made in a manner be reasonably satisfactory in form and substance to the Placement Agent you and its your counsel.

Conditions of Placement Agent’s Obligations. (a) The respective obligations of the Placement Agent to undertake the placement of Units as provided herein shall be Agents hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy accuracy, when made and on the Closing Date, of the representations and warranties of the Managing Owner, the Trust and the Funds Company contained herein, to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to each of the following additional terms and conditions: (ia) The Registration Statement Prospectus shall have become effective, and been timely filed with the Placement Agent Commission in accordance with Section 4(a)(i); the Company shall have received notice thereofcomplied with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the date hereof; no Stop Order stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding or examination for that or any similar such purpose shall have been initiated or threatened by the SEC, Commission; and any request of the NASD, Commission for inclusion of additional information in the NFA, Registration Statement or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, Prospectus or otherwise shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefromwith. (b) The occurrence of the Initial Closing Placement Agents shall be subject (unless waived by the Placement Agent) not have discovered and disclosed to the continuing accuracy of Company on or prior to the representations and warranties of Closing Date that the Managing OwnerRegistration Statement, the Trust Prospectus or the Pricing Disclosure Package, or any amendment or supplement thereto, contains an untrue statement of a fact which, in the opinion of Cooley Godward LLP, counsel for the Representative, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the Funds contained herein as of statements therein not misleading. (c) All corporate proceedings and through the Initial Closing, other legal matters incident to the performance by the Managing Ownerauthorization, form and validity of this Agreement, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial ClosingShares, the Placement Agent shall have received a certificate of Registration Statement, the chief executive officer Prospectus and of the chief financial officer of the Managing Ownerany Issuer Free Writing Prospectus, dated the Initial Closing, and all other legal matters relating to the effect that as of the date of this Agreement and as of the Initial Closing, transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed thereinRepresentative, and the Company shall have furnished to such counsel all documents and information that as of the Initial Closing, the obligations they may reasonably request to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; andenable them to pass upon such matters. (iid) The issuanceM▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Brand, sale and delivery of Units LLP shall have been made in a manner reasonably satisfactory furnished to the Placement Agents its written opinion, as counsel to the Company, addressed to the Placement Agents and dated the Closing Date, in form and substance reasonably satisfactory to the Representative, substantially in the form attached hereto as Exhibit C. (e) C▇▇▇▇▇ ▇▇▇▇▇▇▇ & M▇▇▇▇▇▇ LLP shall have furnished to the Placement Agent Agents its written opinion, as counsel to the Company, addressed to the Placement Agents and its counseldated the Closing Date, in form and substance reasonably satisfactory to the Representative, substantially in the form attached hereto a Exhibit D. (f) J▇▇▇▇, Day, shall have furnished to the Placement Agents their written opinion, as counsel to the Company, addressed to the Placement Agents and dated the Closing Date, in form and substance reasonably satisfactory to the Representative, substantially in the form attached hereto as Exhibit E-1. (g) SEED IP shall have furnished to the Placement Agents their written opinion, as counsel to the Company, addressed to the Placement Agents and dated the Closing Date, in form and substance reasonably satisfactory to the Representative, substantially in the form attached hereto as Exhibit E-2.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Managing Owner, the Trust Company and the Funds contained herein, to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to each of the following additional terms and conditions: (ia) You shall have received an opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP substantially as set forth in Exhibit C-1 and an opinion of ▇▇▇▇▇▇▇ ▇▇▇ substantially as set forth in Exhibit C-2; (b) You shall have received from Ernst & Young letters dated, respectively, the date of this Agreement prior to the first sale of Shares to an Investor and the Closing Date, and addressed to the Placement Agent, in the forms approved by the Placement Agent and its counsel, which letters shall cover, without limitation, the various financial disclosures, if any, contained in the Time of Sale Information; (c) You shall have received the opinion of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially as set forth in Exhibit D-1 hereto and an opinion of Freehills, substantially as set forth in Exhibit D-2 hereto; (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which you shall have objected in writing, which objection shall not be unreasonable; (e) The Registration Statement and any registration statement required to be filed, prior to the sale of the Shares, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective, and effective under the Placement Agent Act. The Final Prospectus Supplement shall have received notice thereof; been filed with the Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act); (f) Prior to the Time of Sale, (i) no Stop Order suspending stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and no proceeding for that all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) neither the Prospectus nor the Time of Sale Information, or any similar purpose amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; (g) The Company will, on the Closing Date, deliver to the Placement Agent a certificate of its Chief Executive Officer and its Chief Financial Officer in the form attached as Exhibit E-1 hereto and a certificate of its Secretary in the form attached as Exhibit E-2 hereto; (h) The Company will, on the Closing Date, deliver to the Placement Agent a certificate of its Chief Financial Officer regarding certain statistical data and other information contained in the Registration Statement, Prospectus and Time of Sale Information, in a form satisfactory to the Placement Agent; (i) Each person identified on Exhibit B-1 shall have been initiated entered into Lock-Up Agreements substantially in the form attached as Exhibit B hereto on or threatened by prior to the SECdate hereof, the NASD, the NFAand each such Lock-Up Agreement, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTCa copy thereof, shall have been complied with delivered to you and shall be in full force and effect at the Time of Sale; (j) The Company shall have furnished to the reasonable satisfaction Placement Agent such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, the Prospectus or the Time of Sale Information as you may reasonably request; (k) The Shares shall have been listed and authorized for trading on the Nasdaq, and satisfactory evidence of such actions shall have been provided to the Placement Agent, which shall include verbal confirmations from a member of the Nasdaq staff; (l) Subsequent to the execution and delivery of this Agreement, there shall not have occurred a Material Adverse Effect or any development involving a prospective Material Adverse Effect in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole; (m) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the Nasdaq Stock Market, the American Stock Exchange or the ASX or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or minimum or maximum prices or maximum ranges for prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or Australia, (iii) (A) the United States or Australia shall have become engaged in hostilities, or the subject of an act of terrorism, there shall have been an escalation in hostilities involving the United States or Australia or there shall have been a declaration of a national emergency or war by the United States or Australia or (B) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States or Australia shall be such) as to make it with respect to either (A) or (B), in the sole judgment of the Placement Agent and its counselAgent, impracticable or inadvisable to proceed with the sale or delivery of the Shares; and (iin) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefrom. (b) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent No action shall have received a certificate of the chief executive officer been taken and of the chief financial officer of the Managing Ownerno statute, dated the Initial Closingrule, to the effect that regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the date Closing Date, prevent the issuance or sale of this Agreement the Shares; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Initial Closing, Closing Date which would prevent the representations and warranties issuance or sale of the Managing Owner contained herein were Shares. All opinions, letters, evidence and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations certificates mentioned above or elsewhere in this Agreement shall be deemed to be performed by in compliance with the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Placement Agent and its counselAgent.

Conditions of Placement Agent’s Obligations. (a) The respective obligations of the Company, the Adviser, and the Administrator, and the several obligations of the Placement Agent to undertake the placement of Units as provided herein shall be Agents, hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy of condition that the representations and warranties of the Managing Owner, the Trust and the Funds contained herein, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (i) The Registration Statement shall have has become effective, effective and the Placement Agent shall have received notice thereof; at each Settlement Date no Stop Order stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceeding for that or any similar purpose proceedings with respect thereto shall have been initiated or threatened by or, to the SECknowledge of the Company, the NASD, the NFAAdviser, or the CFTC; Administrator, threated by the Commission, and all requests for additional information any request on the part of the SEC, the NASD, the NFA and the CFTC, Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Placement Agents. The several obligations of each Placement Agent are subject to the following further conditions: (a) On or prior to the date that the first shares of Common Stock are sold pursuant to the terms of this Agreement and its counselafter, the Company: (i) (A) files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement relating to the Placement Securities; or (B) files a Rule 424 filing (other than a Rule 424 filing solely to update (i) the amount of Placement Securities sold through the Placement Agents, Net Proceeds to the Company and the compensation payable by the Company with respect to such Placement Securities or (ii) a management’s estimate of the Company’s financial metrics as of the most recent month end (a “Financial Metrics 424”)); and (ii) The NASDfiles an annual report and semi-annual report on Form N-CSR and N-CSRS, upon review respectively, and monthly reports on Form N-PORT, each quarter, as applicable (“Quarterly Report”) (each such date of filing of one or more of the terms documents referred to in clauses (i) and (ii) and any time of request by the Placement Agents shall be a “Representation Date”); each of the OfferingCompany, the Adviser and the Administrator shall not have objected to furnish the Placement Agent’s participation Agents with a certificate, in the Offering respective form attached hereto as Exhibit E (each, an “Officer’s Certificate”) within five (5) Business Days of any Representation Date. The requirement to provide a certificate under this Section 9(a) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the date the Company delivers a Placement Notice hereunder. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Securities following a Representation Date when the Company relied on such waiver and did not provide the Placement Agents with a certificate under this Section 9(a), then before the Company delivers the Placement Notice or its compensation therefromthe Applicable Placement Agent sells any Placement Securities, each of the Company, the Adviser and the Administrator shall provide the Placement Agents with the applicable Officer’s Certificate, dated the date of the Placement Notice. (b) The occurrence On or prior to the date of the Initial Closing first Placement Notice and within five (5) Business Days of each Representation Date with respect to which the Company, the Adviser and the Administrator are obligated to deliver the applicable Officer’s Certificate for which no waiver is applicable, the Company shall cause to be subject (unless waived by furnished to the Placement AgentAgents written opinions of Dechert LLP or other counsel satisfactory to [●] (collectively, “Company Counsel”), in form and substance reasonably satisfactory to [●] and its counsel, dated the date that the opinion is required to be delivered, and substantially similar to the respective form attached hereto as Exhibit D, modified as necessary to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinion for subsequent Representation Dates, any such counsel may furnish the Placement Agents with a letter (a “Reliance Letter”) to the continuing accuracy effect that the Placement Agents may rely on a prior opinion delivered under this Section 9(b) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (c) On or prior to the date of the representations first Placement Notice and warranties within five (5) Business Days of each Representation Date with respect to which the Company, the Adviser and the Administrator are obligated to deliver the applicable Officer’s Certificate for which no waiver is applicable (each, a “Comfort Letter Triggering Event”), the Company shall cause (A) its independent accountants to furnish the Placement Agents a letter (the “Comfort Letter”), dated the date the Comfort Letter is delivered, in form and substance satisfactory to [●], (i) confirming that they are an independent registered public accounting firm within the meaning of the Managing OwnerSecurities Act, the Trust Exchange Act and the Funds contained herein Public Fund Accounting Oversight Board, (ii) stating, as of such date, the conclusions and through findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial ClosingComfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter, and (B) the Chief Financial Officer of the Company to furnish to Placement Agents a certificate (the “CFO Certificate”), dated the date that the certificate is required to be delivered, in form and substance satisfactory to [●]. Notwithstanding the immediately prior sentence, and in lieu of a Comfort Letter, the Company may deliver to the Placement Agents a certificate of the Company’s Chief Financial Officer substantially in the form attached hereto as Exhibit F, or in such other form or forms as are acceptable to counsel for the Placement Agents (the “Alternate CFO Certificate”), (i) in the event that the Registration Statement is amended or the Prospectus is supplemented to include additional unaudited financial information, including from a Quarterly Report, (ii) upon the filing by the Company of a semi-annual report on Form N-CSR (“Semi-Annual Report”), or (iii) upon the filing by the Company of a Quarterly Report, on the date that such amendment to the Registration Statement is filed or that the Prospectus is so supplemented, or within three (3) Business Days of the Company’s filing of a Semi-Annual Report or Quarterly Report, as applicable. The requirement to provide a Comfort Letter or Alternate CFO Certificate, as applicable, and a CFO Certificate under this Section 9(c) shall be waived if at the time of the Comfort Letter Triggering Event there is no Placement Notice outstanding. Notwithstanding the foregoing, if the Company subsequently decides to issue a Placement Notice, the Company shall provide the Placement Agents with a Comfort Letter or Alternate CFO Certificate, as applicable, and a CFO Certificate prior to the issuance of such Placement Notice. (d) On or prior to the date of the first Placement Notice and within five (5) Business Days of each Representation Date with respect to which the Company, the Adviser and the Administrator are obligated to deliver the applicable Officer’s Certificate for which no waiver is applicable, the Placement Agents shall have received a written opinion of Eversheds S▇▇▇▇▇▇▇▇▇ (US) LLP, in form and substance satisfactory to [●], dated the date that the opinion is required to be delivered, modified, as necessary, to relate to the performance Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agents with a Reliance Letter to the effect that the Placement Agents may rely on a prior opinion delivered under this Section 9(d) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (e) Within five (5) Business Days of the Company filing with the Commission a Financial Metrics 424, the Company shall cause to be furnished to the Placement Agents a CFO Certificate certifying the information included in the Financial Metrics 424, in a form and substance satisfactory to [●]. (f) The Registration Statement shall have become effective and shall be available for (i) all sales of Placement Securities issued pursuant to all prior Placement Notices (each as amended by a corresponding Acceptance, if applicable) and (ii) the sale of all Placement Securities contemplated to be issued by any Placement Notice (as amended by the Managing Ownercorresponding Acceptance, if applicable). (g) None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and response to which would require any post-effective amendments or supplements to the following conditions:Registration Statement or the Prospectus; (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or similar order pursuant to Section 8 of the Securities Act having been issued and proceedings therefor initiated, or to the knowledge of the Company, threatened by the Commission; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any material statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the related Prospectus or such documents so that, in the case of the Registration Statement, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and that, in the case of the Prospectus, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (h) Except as contemplated in the Prospectus, no Company Material Effect or Adviser/Administrator Material Adverse Effect shall have occurred. (i) As of the Initial Closing, the The Placement Agent Securities shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing Owner, dated the Initial Closing, to the effect that as of the date of this Agreement and as of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto either have been fully performed(i) approved for listing on the New York Stock Exchange, except as disclosed therein; and subject only to notice of issuance, or (ii) The issuancethe Company shall have filed with the New York Stock Exchange a “Supplemental Listing Application” for listing of the Placement Securities on the New York Stock Exchange at, sale and delivery or prior to, the issuance of Units any Placement Notice. (j) Trading in the Common Stock shall not have been suspended on the New York Stock Exchange. (k) All filings with the Commission required by Rule 424 under the Securities Act to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424. (l) No action, suit, proceeding, inquiry or investigation shall have been instituted or threatened by the Commission which would adversely affect the Company’s standing as a registered investment company under the 1940 Act or the standing of the Adviser as a registered investment adviser under the Advisers Act. (m) If any condition specified in a manner reasonably satisfactory in form this Section 9 shall not have been fulfilled when and substance as required to be fulfilled, this Agreement may be terminated by [●] by notice to the Placement Agent Company, and its counselsuch termination shall be without liability of any party to any other party except as provided in Section 8 hereof and except that, in the case of any termination of this Agreement, Sections 4, 5, 11, and 12 hereof shall survive such termination and remain in full force and effect.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent hereunder to undertake the placement of Units as provided herein shall be affect a Closing are subject (unless waived by the Placement Agent) to the continuing accuracy fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by the Company (which shall take into account that the Merger has been consummated such that all representations and warranties referring to the Company shall relate to the Company and its subsidiaries following completion of the Managing Owner, the Trust Merger) shall be true and the Funds contained herein, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following conditions:correct on each Closing Date. (ib) The Registration Statement Company shall have become effectiveperformed and complied in all material respects with all agreements, covenants and conditions required to be performed, and complied with by it at or before the Placement Agent shall have received notice thereof; no Stop Order Closing. (c) The Subscription Documents do not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) No order suspending the effectiveness use of the Registration Statement Subscription Documents or enjoining the Offering or sale of the Securities shall have been issued issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated or threatened pending, or, to the best of the Company’s knowledge, be contemplated or threatened. (e) No holder of any of the Securities from the Offering will be subject to personal liability solely by reason of being such a holder, and except as described in the SECSubscription Documents, none of the NASD, Company’s shares of Preferred Stock and Brokers Warrant Shares will be subject to preemptive or similar rights of any stockholder or security holder of the NFACompany, or an adjustment under the CFTC; and all requests for additional information on the part antidilution or exercise rights of any holders of any outstanding shares of capital stock, membership units, options, warrants or other rights to acquire any securities of the SEC, the NASD, the NFA and the CFTC, Company. (f) There shall have been complied with to no material adverse change nor development involving a prospective change in the reasonable satisfaction financial condition, operations or projects of the Placement Agent and its counsel; and (ii) The NASDCompany, upon review except where such change would not have a Company Material Adverse Effect on the business activities, financial or otherwise, results of operations or prospects of the terms of the OfferingCompany, shall not have objected to the Placement Agent’s participation taken individually or in the Offering or its compensation therefromaggregate. (bg) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer and Chief Executive Officer of the chief financial officer of the Managing OwnerCompany, dated the Initial Closing, to the effect that as of the Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c), (d), (e) and (f) above. (h) The Company shall have delivered to the Placement Agent: (i) a good standing certificate dated as of a date within 10 days prior to the date of the First Closing from the secretary of state of its jurisdiction of incorporation and (ii) resolutions of the Company’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, and the Subscription Documents, all as certified by the Chief Executive Officer of the Company. (i) At each Closing, the Company shall have (i) paid to the Placement Agent the Broker Cash Fee in respect of all Securities sold at such Closing, (ii) executed and delivered to the Placement Agent the Brokers Warrants in respect of all Securities sold at such Closing, and (iii) paid all fees, costs and expenses as set forth in Section 5 hereof. (j) There shall have been delivered to the Placement Agent a signed opinion of counsel to the Company dated as of the Initial ClosingClosing Date. (k) Prior to the closing of the Offering, the representations Company shall have engaged American Stock Transfer as its transfer agent for purposes of handling the transfers of its capital stock and warranties other securities (l) All proceedings taken at or prior to the Closing in connection with the authorization, issuance and sale of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner Preferred Stock and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner Brokers Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (m) The Company agrees and understands that this Agreement in no way constitutes a guarantee that the Offering will be successful. The Company acknowledges that the Company is ultimately responsible for the successful completion of a transaction.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent hereunder to undertake the placement of Units as provided herein shall be effect a Closing are subject (unless waived by the Placement Agent) to the continuing accuracy fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by the Company herein shall be true and correct at all times prior to and on each Closing date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date. (b) The Company shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by them at or before the Closing. (c) The Disclosure Materials did not, and as of the Managing Ownerdate of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the Trust statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall have obtained all consents, waivers and the Funds contained herein, approvals required to the performance be obtained by the Managing Owner, Company in connection with the Trust and consummation of the Funds of their respective obligations hereunder and to the following conditions:transactions contemplated hereby. (ie) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order No order suspending the effectiveness use of the Registration Statement Disclosure Materials or enjoining the Offering shall have been issued issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated or threatened by pending, or, to the SECCompany’s knowledge, the NASD, the NFA, or the CFTC; and all requests for additional information on the part threatened. (f) The Chief Executive Officer of the SEC, the NASD, the NFA and the CFTC, Company shall have been complied with provided a certificate to the reasonable satisfaction of the Placement Agent confirming that, to the best of his knowledge, there have been no material adverse changes in the condition (financial or otherwise) or prospects of the Company from the date of the financial statements included in the Disclosure Materials, the absence of undisclosed liabilities and its counsel; andsuch other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably request. (iig) The NASDAt each Closing, upon review the Company shall pay and/or issue to the Placement Agent the Placement Agent Cash Fee and Placement Agent expense reimbursement earned in such Closing. (h) At each Closing, the Company shall deliver to the Placement Agent signed opinions of ▇▇▇▇▇▇▇ LLP, dated as of the terms of the OfferingClosing Date, shall not have objected in form and substance reasonably satisfactory to the Placement Agent’s participation in . Such opinions shall contain, among other items, opinions on matters relating to organization and good standing, corporate power and authority and exemption of the Offering or its compensation therefrom. (b) The occurrence from the registration requirements of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing OwnerAct. FOXO Technologies Inc. September 20, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions:2022 (i) As All proceedings taken at or prior to any Closing in connection with the authorization, issuance and sale of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing Owner, dated the Initial Closing, to the effect that as of the date of this Agreement and as of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to Notes will be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent pursuant to undertake the placement of Units as provided herein this Agreement shall be subject (unless waived by the Placement Agent) subject, in its discretion, to the continuing accuracy of the representations and warranties of the Managing OwnerCompany contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the Trust date hereof and as of the Funds contained hereinClosing Date (and, if applicable, each Additional Closing Date) to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (ia) The Registration Statement shall have become effectiveAt the Closing and each Additional Closing, and as the case may be, the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ LLP, counsel for the Registration Statement shall have been issued Company, and no proceeding Ehrenreich, Eilenberg, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel for that or any similar purpose shall have been initiated or threatened by the SECVirologix, the NASD, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTCopinion of patent counsels for the Company, shall have been complied with to dated the reasonable satisfaction date of the Placement Agent and its counsel; and (ii) The NASDdelivery, upon review of the terms of the Offering, shall not have objected addressed to the Placement Agent’s participation , in substantially the Offering or its compensation therefromform of Exhibit III-1 and Exhibit III-2 hereto, respectively. (b) The occurrence On or prior to the Closing Date and each Additional Closing Date, as the case may be, the Placement Agent shall have been furnished such information, documents and certificates as it may reasonably require for the purpose of enabling it to review the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction of any of the Initial representations, warranties, covenants, agreements or conditions herein contained, or as it may otherwise reasonably request. (c) At the Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial each Additional Closing, to as the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closingcase may be, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing OwnerCompany, dated the Initial ClosingClosing Date or such Additional Closing Date, as the case may be, to the effect that that, as of the date of this Agreement and as of the Initial ClosingClosing Date or such Additional Closing Date, as the case may be, the representations and warranties of the Managing Owner Company contained herein were and are accurate, except as disclosed therein, and that as of the Initial ClosingClosing Date or such Additional Closing Date, as the case may be, the obligations to be performed by the Managing Owner and the Trust Company hereunder on or prior thereto have been fully performed, except as disclosed therein; and. (iid) The All proceedings taken in connection with the issuance, sale and delivery of Units the Shares shall have been made in a manner be reasonably satisfactory in form and substance to you and your counsel. (e) There shall not have occurred, at any time prior to the Closing or, if applicable, an Additional Closing, as the case may be, (i) any domestic or international event, act or occurrence which has materially disrupted, or in your reasonable opinion will in the immediate future materially disrupt, the securities markets; (ii) a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange or in the over-the-counter market; (iii) any outbreak of major hostilities or other national or international calamity affecting securities markets in the United States; (iv) any banking moratorium declared by a state or federal authority; (v) any moratorium declared in foreign exchange trading by major international banks or other persons; (vi) any material interruption in the mail service or other means of communication within the United States; (vii) any material adverse change in the business, properties, assets, results of operations or financial condition of the Company; or (viii) any change in the market for securities in general or in political, financial or economic conditions which, in your reasonable business judgment, makes it inadvisable to proceed with the offering, sale and delivery of the Shares. (f) The Placement Agent shall have received an agreement reflecting the provisions of Section 6(a)(xv) hereof. Any certificate or other document signed by any officer of the Company on behalf of the Company and its counseldelivered to you or to your counsel as required hereunder shall be deemed a representation and warranty by the Company hereunder as to the statements made therein. If any condition to your obligations hereunder has not been fulfilled as and when required to be so fulfilled, you may terminate this Agreement or, if you so elect, in writing waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event that you elect to terminate this Agreement, you shall notify the Company of such election in writing. Upon such termination, neither party shall have any further liability or obligation to the other except as provided in Section 10 hereof.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent Agents hereunder to undertake the placement of Units as provided herein shall be affect a Closing are subject (unless waived by the Placement Agent) to the continuing accuracy fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by the Company (which shall take into account that the Merger has been consummated such that all representations and warranties referring to the Company shall relate to the Company and its subsidiaries following completion of the Managing Owner, the Trust Merger) shall be true and the Funds contained herein, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following conditions:correct on each Closing Date. (ib) The Registration Statement Company shall have become effectiveperformed and complied in all material respects with all agreements, covenants and conditions required to be performed, and complied with by it at or before the Placement Agent shall have received notice thereof; no Stop Order Closing. (c) The Subscription Documents do not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) No order suspending the effectiveness use of the Registration Statement Subscription Documents or enjoining the Offering or sale of the Securities shall have been issued issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated or threatened pending, or, to the best of the Company’s knowledge, be contemplated or threatened. (e) No holder of any of the Securities from the Offering will be subject to personal liability solely by reason of being such a holder, and except as described in the SECSubscription Documents, none of the NASD, Company’s shares of Common Stock and Brokers Warrant Shares will be subject to preemptive or similar rights of any stockholder or security holder of the NFACompany, or an adjustment under the CFTC; and all requests for additional information on the part antidilution or exercise rights of any holders of any outstanding shares of capital stock, membership units, options, warrants or other rights to acquire any securities of the SEC, the NASD, the NFA and the CFTC, Company. (f) There shall have been complied with to no material adverse change nor development involving a prospective change in the reasonable satisfaction financial condition, operations or projects of the Placement Agent and its counsel; and (ii) The NASDCompany, upon review except where such change would not have a Company Material Adverse Effect on the business activities, financial or otherwise, results of operations or prospects of the terms of the OfferingCompany, shall not have objected to the Placement Agent’s participation taken individually or in the Offering or its compensation therefromaggregate. (bg) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent Agents shall have received a certificate of the chief executive officer and Chief Executive Officer of the chief financial officer of the Managing OwnerCompany, dated the Initial Closing, to the effect that as of the Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c), (d), (e) and (f) above. (h) The Company shall have delivered to the Placement Agents: (i) a good standing certificate dated as of a date within 10 days prior to the date of the First Closing from the secretary of state of its jurisdiction of incorporation and (ii) resolutions of the Company’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, and the Subscription Documents, all as certified by the Chief Executive Officer of the Company. (i) At each Closing, the Company shall have (i) paid to the Placement Agents the Broker Cash Fee in respect of all Securities sold at such Closing, (ii) executed and delivered to the Placement Agents the Brokers Warrants in respect of all Securities sold at such Closing, and (iii) paid all fees, costs and expenses as set forth in Section 5 hereof. (j) There shall have been delivered to the Placement Agents a signed opinion of counsel to the Company dated as of the Initial ClosingClosing Date, in the form set forth in Attachment II. (k) Prior to the closing of the Offering, the representations Company shall have engaged Continental Stock Transfer & Trust Company as its transfer agent for purposes of handling the transfers of its capital stock and warranties other securities (l) All proceedings taken at or prior to the Closing in connection with the authorization, issuance and sale of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner Common Stock and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner Brokers Warrants will be reasonably satisfactory in form and substance to the Placement Agents and their counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (m) If in connection with the Offering, the Placement Agents determine that they or the Company would be required to make a filing with the FINRA to enable the Placement Agents to act as agents in the Offering, the Company will do the following: The Company will cooperate with the Placement Agents with respect to all FINRA filings that the Company or the Placement Agents may be required to make and provide all information and documentation necessary to make the filings in a timely manner The Company will pay all expenses related to all FINRA filings that the Company or Placement Agents may be required to make, including, but not limited to, all printing costs related to all documents required or that the Agent may reasonably deem necessary, to comply with FINRA rules; any FINRA filing fees; postage and its counselexpress charges; and all other expenses incurred in making the FINRA filings. The Company agrees and understands that this Agreement in no way constitutes a guarantee that the Offering will be successful. The Company acknowledges that the Company is ultimately responsible for the successful completion of a transaction.

Conditions of Placement Agent’s Obligations. (a) The obligations of ------------------------------------------- the Placement Agent pursuant to undertake the placement of Units as provided herein this Agreement shall be subject (unless waived by the Placement Agent) subject, in its discretion, to the continuing accuracy of the representations and warranties of the Managing OwnerCompany contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the Trust date hereof and as of the Funds contained hereinClosing Date (and, if applicable, each Additional Closing Date), to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (ia) The Registration Statement shall have become effectiveAt the Closing and each Additional Closing, and as the case may be, the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness favorable opinions of counsel for the Registration Statement shall have been issued and no proceeding for that or any similar purpose shall have been initiated or threatened by Company, in substantially the SEC, the NASD, the NFA, or the CFTC; and all requests for additional information on the part form of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefrom.Exhibit C hereto. --------- (b) The occurrence On or prior to the Closing Date and each Additional Closing Date, as the case may be, the Placement Agent shall have been furnished such information, documents and certificates as it may reasonably require for the purpose of enabling it to review the matters referred to in this Section 8 and --------- in order to evidence the accuracy, completeness or satisfaction of any of the Initial representations, warranties, covenants, agreements or conditions herein contained, or as it may otherwise reasonably request. (c) At the Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial each Additional Closing, to as the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closingcase may be, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing OwnerCompany, dated the Initial ClosingClosing Date or such Additional Closing Date, as the case may be, to the effect that that, as of the date of this Agreement and as of the Initial ClosingClosing Date or such Additional Closing Date, as the case may be, the representations and warranties of the Managing Owner Company contained herein were and are accurate, except as disclosed therein, and that as of the Initial ClosingClosing Date or such Additional Closing Date, as the case may be, the obligations to be performed by the Managing Owner and the Trust Company hereunder on or prior thereto have been fully performed, except as disclosed therein; and. (iid) The All proceedings taken in connection with the issuance, sale and delivery of Units the Shares shall have been made in a manner be reasonably satisfactory in form and substance to the Placement Agent you and its your counsel. (e) There shall not have occurred, at any time prior to the Closing or, if applicable, an Additional Closing, as the case may be, (i) any domestic or international event, act or occurrence which has materially disrupted, or in your reasonable opinion will in the immediate future materially disrupt, the securities markets; (ii) a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market; (iii) any outbreak of major hostilities or other national or international calamity affecting securities markets in the ▇▇▇▇▇▇ ▇▇▇▇▇▇; (iv) any banking moratorium declared by a state or federal authority; (v) any moratorium declared in foreign exchange trading by major international banks or other persons; (vi) any material interruption in the mail service or other means of communication within the United States; (vii) any material adverse change in the business, properties, assets, results of operations or financial condition of the Company; or (viii) any change in the market for securities in general or in political, financial or economic conditions which, in your reasonable business judgment, makes it inadvisable to proceed with the offering, sale and delivery of the Shares. Any certificate or other document signed by any officer of the Company and delivered to you or to your counsel as required hereunder shall be deemed a representation and warranty by the Company hereunder as to the statements made therein. If any condition to your obligations hereunder has not been fulfilled as and when required to be so fulfilled, you may terminate this Agreement or, if you so elect, in writing waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event that you elect to terminate this Agreement, you shall notify the Company of such election in writing. Upon such termination, neither party shall have any further liability or obligation to the other except as provided in Section 10 hereof. ----------

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent pursuant to undertake the placement of Units as provided herein this Agreement shall be subject (unless waived by the Placement Agent) subject, in its discretion, to the continuing accuracy of the representations and warranties of the Managing OwnerCompany contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the Trust date hereof and as of the Funds contained hereinClosing Date (and, if applicable, each Additional Closing Date) to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (ia) The Registration Statement shall have become effectiveAt the Closing and each Additional Closing, and as the case may be, the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness favorable opinion of the Registration Statement shall have been issued and no proceeding for that or any similar purpose shall have been initiated or threatened by the SECBingham Dana LLP, the NASDcounse▇ ▇▇▇ ▇▇▇ ▇▇mpany, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected addressed to the Placement Agent’s participation , in substantially the Offering or its compensation therefromform of Exhibit III-1 hereto. (b) The occurrence On or prior to the Closing Date and each Additional Closing Date, as the case may be, the Placement Agent shall have been furnished such information, documents and certificates as it may reasonably require for the purpose of enabling it to review the matters referred to in this Section 8 and in order to evidence the accuracy, completeness or satisfaction of any of the Initial representations, warranties, covenants, agreements or conditions herein contained, or as it may otherwise reasonably request. (c) At the Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial each Additional Closing, to as the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closingcase may be, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing OwnerCompany, dated the Initial ClosingClosing Date or such Additional Closing Date, as the case may be, to the effect that that, as of the date of this Agreement and as of the Initial ClosingClosing Date or such Additional Closing Date, as the case may be, the representations and warranties of the Managing Owner Company contained herein were and are accurate, except as disclosed therein, and that as of the Initial ClosingClosing Date or such Additional Closing Date, as the case may be, the obligations to be performed by the Managing Owner and the Trust Company hereunder on or prior thereto have been fully performed, except as disclosed therein; and. (iid) The All proceedings taken in connection with the issuance, sale and delivery of Units the Shares shall have been made in a manner be reasonably satisfactory in form and substance to you and your counsel. (e) There shall not have occurred, at any time prior to the Closing or, if applicable, an Additional Closing, as the case may be, (i) any domestic or international event, act or occurrence which has materially disrupted, or in your reasonable opinion will in the immediate future materially disrupt, the securities markets; (ii) a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange or in the over-the-counter market; (iii) any outbreak of major hostilities or other national or international calamity affecting securities markets in the United States; (iv) any banking moratorium declared by a state or federal authority; (v) any moratorium declared in foreign exchange trading by major international banks or other persons; (vi) any material interruption in the mail service or other means of communication within the United States; (vii) any material adverse change in the business, properties, assets, results of operations or financial condition of the Company; or (viii) any change in the market for securities in general or in political, financial or economic conditions which, in your reasonable business judgment, makes it inadvisable to proceed with the offering, sale and delivery of the Shares. (f) The Placement Agent shall have received an agreement reflecting the provisions of Section 6(a)(xv) hereof. Any certificate or other document signed by any officer of the Company on behalf of the Company and its counseldelivered to you or to your counsel as required hereunder shall be deemed a representation and warranty by the Company hereunder as to the statements made therein. If any condition to your obligations hereunder has not been fulfilled as and when required to be so fulfilled, you may terminate this Agreement or, if you so elect, in writing waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event that you elect to terminate this Agreement, you shall notify the Company of such election in writing. Upon such termination, neither party shall have any further liability or obligation to the other except as provided in Section 10 hereof.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent pursuant to undertake the placement of Units as provided herein this Agreement shall be subject (unless waived by the Placement Agent) subject, in its discretion, to the continuing accuracy of the representations and warranties of the Managing OwnerCompany contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the Trust date hereof and the Funds contained hereinas of each Closing Date, with respect to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (ia) The Registration Statement shall have become effectiveAt each Closing, and the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness favorable opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, counsel for the Company, dated each Closing Date, addressed to the Placement Agent, and in form and scope satisfactory to counsel for the Placement Agent, substantially to the effect that: (i) the Company is a corporation duly organized, validly existing, and in good standing under the laws of the Registration Statement shall have been issued State of Delaware, with full corporate power and no proceeding for that or any similar purpose shall have been initiated or threatened by authority to own, lease, license, and use its properties and assets and to conduct its business in the SECmanner described in the Documents and is duly qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which its ownership, the NASDleasing, the NFAlicensing, or use of property and assets or the CFTC; and all requests for additional information on conduct of its business makes such qualification necessary (except where the part of failure to so qualify would not have a material adverse effect upon the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and Company or its counsel; andbusiness); (ii) The NASDthe Company has, upon review as of the terms date hereof, an authorized, and, to such counsel's knowledge, outstanding capitalization as set forth in the Offering Documents. Each issued and outstanding share of Common Stock is validly authorized, validly issued, fully paid, and nonassessable, with no personal liability attaching to the ownership thereof solely by being such a holder to such counsel's knowledge or as set forth on a schedule hereto has not been issued and is not owned or held in violation of any preemptive right of stockholders. To the best knowledge of such counsel, there is no commitment, plan, or arrangement to issue, and no outstanding option, warrant, or other right calling for the issuance of, any share of capital stock of the OfferingCompany or any security or other instrument which by its terms is convertible into, exercisable for, or exchangeable for capital stock of the Company, except as may be properly described in the Offering Documents in this Agreement or in a schedule hereto. To the best knowledge of such counsel, there is outstanding no security or other instrument which by its terms is convertible into or exchangeable for capital stock of the Company, except as may be properly described in the Offering Documents or in a schedule hereto; (iii) to the best knowledge of such counsel, there is no litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending or threatened with respect to the Company or any of its operations, businesses, properties, or assets except as may be properly described in the Offering Documents, in this Agreement or in a schedule hereto or such as individually or in the aggregate do not now have and will not in the future have a material adverse effect upon the operations, business, properties, or assets of the Company or which could materially adversely affect the transactions or other acts contemplated by this Agreement or the validity or enforceability of this Agreement; (iv) to the best knowledge of such counsel, the Company is not in violation or breach of, or in default with respect to, complying with any provision of any contract, agreement, instrument, lease, license, arrangement, or understanding known to such counsel and which is material to the business of the Company; (v) the Company has all requisite corporate power and authority to execute, deliver, and perform this Agreement, and to consummate the transactions contemplated hereby. All necessary corporate proceedings of the Company have been taken to authorize the execution, delivery, and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered by the Company, is the legal, valid, and binding obligation of the Company, and is enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application now or hereafter in effect relating to or affecting the enforcement of creditors' right generally and the application of general equitable principles in any action, legal or equitable and then except, as to those provisions relating to indemnity or contribution, such opinion shall be limited as effected by any Federal or state securities laws regarding indemnity and/or contribution; (vi) the Shares conforms to all statements relating thereto contained in the Offering Documents. The Shares, shall be validly authorized, validly issued, fully paid, and nonassessable, with no personal liability attaching to the ownership thereof and to such counsel's knowledge or as set forth in a schedule annexed hereto shall not have objected to the Placement Agent’s participation been issued in the Offering or its compensation therefrom.violation of any preemptive rights of stockholders; (bvii) The occurrence of assuming the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing OwnerProposed Investors set forth in the Subscription Agreements and Investor Questionnaires and the representations and warranties of the Placement Agent set forth herein, the Trust Offering Documents (except that no opinion need be expressed as to the financial statements, related schedules, or other financial data contained therein) comply as to form in all material respects with requirements of the Act and the Funds regulations thereunder. To the best knowledge of such counsel, any contract, agreement, instrument, lease, license, or document described in the Offering Documents has been accurately described therein; (viii) to the best knowledge of such counsel, no modification, rescission, suspension, or withdrawal of registration or qualification of the Shares, or of an exemption from such registration or qualification, has been issued and no proceedings for that purpose have been instituted or threatened; (ix) such counsel's opinion shall also include a statement to the effect that it has participated in conferences with officers and other representatives of the Company, representatives of the independent public accountants of the Company and representatives of the Placement Agent at which the contents of the Disclosure Statement were discussed and, although such counsel is not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Disclosure Statement, on the basis of the foregoing (relying as to materiality to a large extent upon the opinions of officers and other representatives of the Company), nothing has come to such counsel's attention that causes it to believe that the Disclosure Statement as supplemented or amended at all times up to and including the date of such opinion, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of circumstances under which they were made, not misleading (it being understood that such counsel expresses no opinion or belief with respect to the financial information or statistical data included in the Offering Documents); (x) assuming that (i) a proper Form D is filed in accordance with Rule 503 of Regulation D, (ii) that the offer and the sale of the Shares by the Placement Agent was made in compliance with Rule 506 of Regulation D and that the Placement Agent's representations and warranties set forth herein as are true and correct, and (iii) that the representations of the Prospective Investors in the Subscription Agreements and through Investors Questionnaire signed by them are true and correct (which facts will not be independently verified by such counsel), the Initial Closingsale of Shares in the Offering is exempt from registration under the Securities Act of 1933 and is in compliance with Regulation D; (xi) neither the execution and delivery of this Agreement, the certificates representing the Shares, nor compliance with the terms hereof or thereof will (i) conflict with, result in a breach of, or constitute a default under the Articles or Certificate of Incorporation or By-Laws of the Company, or, to the performance best of such counsel's knowledge, any material contract, instrument, agreement or document to which the Company is a party, or by which the assets or properties of the Company are bound; or (ii) to the best knowledge of such counsel, have any material adverse effect on any permit, certification, registration, approval, consent, license or franchise (other than Excluded Laws) necessary for the Company to own or lease and operate any of its properties and to conduct its business or the ability of the Company to make use thereof as described in the Offering Documents; (xii) to the best of such counsel's knowledge, there are no material licenses, permits, certificates, registrations, approvals or consents of any governmental agency, commission, board, instrumentality or department that are required to be obtained by the Managing OwnerCompany in order to conduct its business as conducted at the date hereof which have not been so obtained and the failure to so obtain which would have a material adverse effect on the Company's business; (xiii) to the best of such counsel's knowledge and except as disclosed in the Offering Documents, the Trust issuance of the Shares in the Offering will not give any holder of any of the Company's outstanding options, warrants or other convertible securities or rights to purchase shares of the Company's Common Stock or Preferred Stock, the right to purchase any additional shares of Common Stock and/or the right to purchase shares at a reduced price. In rendering such opinion, counsel for the Company may rely (A) as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company; and (B) to the Funds extent they deem proper, upon written statements or certificates of their respective obligations hereunder as officers of and through departments of various jurisdictions having custody of Offering Documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to counsel for the Placement Agent. (b) On or prior to the Initial Closing Date the Placement Agent shall have been furnished such information, Offering Documents, certificates, and opinions as it may reasonably require for the purpose of enabling it to review the following conditions:matters referred to in Section 8(a), and in order to evidence the accuracy, completeness, or satisfaction of any of the representations, warranties, covenants, agreements, or conditions herein contained, or as it may otherwise reasonably request. (ic) As of the Initial At each Closing, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing OwnerCompany, dated the Initial Closing, applicable Closing Date to the effect that that, as of the date of this Agreement and as of the Initial Closing, applicable Closing Date: (i) the representations and warranties of the Managing Owner Company contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, Closing Date the obligations to be performed by the Managing Owner and the Trust Company hereunder on or prior thereto have been fully performed, except as disclosed therein; and performed and (ii) The such other matters as may be reasonably requested by the Placement Agent. (d) All proceedings taken in connection with the issuance, sale sale, and delivery of Units the Shares shall have been made in a manner be reasonably satisfactory in form and substance to the Placement Agent and its counsel. (e) the acquisition of Results Oriented Integration Corporation shall simultaneously have been completed with the Initial Closing in accordance with the terms and conditions of the Plan and Agreement of Merger and Exchange of Stock dated as of December 17, 1999 and the 6 for 1 reverse stock split shall have been completed. (f) There shall not have occurred after the date hereof, at any time prior to each Closing: (A) any domestic or international event, act, or occurrence which has materially disrupted, or in your opinion will in the immediate future materially disrupt the securities markets; (B) a general suspension of, or a general limitation on prices for, trading in securities on the Nasdaq SmallCap Market or the over-the-counter market; (C) any banking moratorium declared by a state or federal authority; (D) any material interruption in the mail service or other means of communication within the United States; (E) any material adverse change in the business, properties, assets, results of operations, or financial condition of the Company; or (F) any change in the market for securities in general or in political, financial, or economic conditions which, in your judgment, makes it inadvisable to proceed with the offering, sale, and delivery of the Shares. Any certificate or other document signed by any officer of the Company and delivered to you or to your counsel at a Closing shall be deemed a representation and warranty by the Company hereunder as to the statements made therein. If any condition to your obligations hereunder has not been fulfilled as and when required to be so fulfilled, you may terminate this Agreement or, if you so elect, in writing waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event that you elect to terminate this Agreement, you shall notify the Company of such election in writing. Upon such termination, neither party shall have any further liability or obligation to the other except as provided in Section 11 hereof.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, Company on the Trust date hereof and at the Funds contained hereintime of purchase, to the performance by the Managing Owner, the Trust and the Funds Company of their respective its obligations hereunder and to the following conditionsadditional conditions precedent: (ia) The Registration Statement the Company shall have become effectivefurnish to the Placement Agent at the time of purchase an opinion of Fulbright & J▇▇▇▇▇▇▇ L.L.P., counsel to the Company, addressed to the Placement Agent and dated the time of purchase, in form and substance satisfactory to A▇▇▇▇▇ & Bird LLP, counsel to the Placement Agent, in form and substance satisfactory to the Placement Agent; (b) the Placement Agent shall have received notice thereof; from H▇▇▇ & Associates LLP letters dated, respectively, the date of this Agreement and the time of purchase, and addressed to the Placement Agent in the forms heretofore approved by the Placement Agent; (c) the Company shall have furnished to the Placement Agent a lock-up agreement in the form of Exhibit B hereto from each director and executive officer of the Company and from each record and beneficial owner of more than five percent of the Common Stock of the Company, and such agreements shall be in full force and effect at the time of purchase; (d) the Placement Agent shall have received at the time of purchase an opinion of A▇▇▇▇▇ & Bird LLP, dated the time of purchase, in form and substance satisfactory to the Placement Agent; (e) prior to the time of purchase, no Stop Order suspending Prospectus or amendment or supplement to the Registration Statement or the Prospectus, including documents deemed to be incorporated by reference therein, shall have been filed to which the Placement Agent reasonably shall have objected; (f) prior to the time of purchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) the Disclosure Package shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; (iv) the NASD shall have confirmed that is has no objection with regard to the fairness and no proceeding for that or any similar purpose reasonableness of the offering terms and conditions; and (v) all filings required by Rule 424, Rule 430A, Rule 430B, Rule 430C and Rule 433 under the Act shall have been initiated timely made; (g) subsequent to the execution and delivery of this Agreement and prior to the time of purchase, there shall not have been (i) any event that has had, or threatened that reasonably could be expected to have, a Material Adverse Effect, (ii) any transaction which is material to the Company or any Subsidiary and not disclosed in the Disclosure Package, except obligations and liabilities incurred in the ordinary course of business consistent with past practice, (iii) any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by the SECCompany or any Subsidiary, which is material to the NASDCompany and its Subsidiaries taken as a whole, except obligations and liabilities incurred in the NFAordinary course of business consistent with past practice, (iv) any change in the capital stock of the Company or any Subsidiary (except for the CFTC; issuance of shares of Common Stock upon conversion of existing convertible securities and all requests for additional information exercise by employees of existing stock options disclosed as outstanding in the Disclosure Package and the grant to employees, under the Company Stock Plans, of stock options and shares of restricted stock that are not exercisable or vested, as the case may be, during the Lock-up Period) or (v) any dividend or distribution of any kind declared, paid or made on the part capital stock of the SECCompany that, in each case, makes it, in the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction judgment of the Placement Agent, impracticable or inadvisable to market the Shares on the terms and in the manner contemplated in the Prospectus; (h) the Company shall have delivered to the Placement Agent a certificate of its Chief Executive Officer and its counselChief Financial Officer in the form attached as Exhibit C hereto; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefrom. (b) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent Company shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing Owner, dated the Initial Closing, to the effect that as of the date of this Agreement and as of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory in form and substance furnished to the Placement Agent such other documents and certificates as the Placement Agent or its counsel.counsel may reasonably request;

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent pursuant to undertake the placement of Units as provided herein this Agreement shall be subject (unless waived by the Placement Agent) subject, in its discretion, to the continuing accuracy of the representations and warranties of the Managing OwnerCompany contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the Trust date hereof and the Funds contained hereinas of each Closing Date, with respect to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (ia) The Registration Statement shall have become effectiveAt the Closing and the Final Closing, and the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness favorable opinion of R▇▇▇▇▇▇▇ & C▇▇▇, LLP, counsel for the Registration Statement shall have been issued and no proceeding for that or any similar purpose shall have been initiated or threatened by the SECCompany, the NASDdated each Closing Date, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with addressed to the reasonable satisfaction of the Placement Agent and the investors, and in form and scope satisfactory to counsel for the Placement Agent, to the effect that: (i) the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida, with full corporate power and authority to own, lease, license, and use its counsel; andproperties and assets and to conduct its business in the manner described in the Offering Documents and is duly qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which its ownership, leasing, licensing, or use of property and assets or the conduct of its business makes such qualification necessary (except where the failure to so qualify would not have a material adverse effect upon the Company or its business); (ii) The NASDthe Company has, upon review as of the terms date hereof, an authorized, and, to such counsel's knowledge, outstanding capitalization as set forth in the Disclosure Statement. Each issued and outstanding share of Common Stock is validly authorized, validly issued, fully paid, and nonassessable, with no personal liability attaching to the ownership thereof solely by being such a holder to such counsel's knowledge or as set forth on a schedule hereto has not been issued and is not owned or held in violation of any preemptive right of stockholders. To the best knowledge of such counsel, there is no commitment, plan, or arrangement to issue, and no outstanding option, warrant, or other right calling for the issuance of, any share of capital stock of the OfferingCompany or any security or other instrument which by its terms is convertible into, exercisable for, or exchangeable for capital stock of the Company, except as may be properly described in the Offering Documents, in this Agreement or in a schedule hereto. To the best knowledge of such counsel, there is outstanding no security or other instrument which by its terms is convertible into or exchangeable for capital stock of the Company, except as may be properly described in the Offering Documents or in a schedule hereto; (iii) such counsel has no knowledge of any litigation, arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending or threatened with respect to the Company or any of its operations, businesses, properties, or assets except as may be properly described in the Offering Documents, in this Agreement or in a schedule hereto or such as individually or in the aggregate do not now have and will not in the future have a material adverse effect upon the operations, business, properties, or assets of the Company or which could materially adversely affect the transactions or other acts contemplated by this Agreement or the validity or enforceability of this Agreement; (iv) such counsel has no knowledge that the Company is in violation or breach of, or in default with respect to, complying with any provision of any contract, agreement, instrument, lease, license, arrangement, or understanding known to such counsel and which is material to the business of the Company; (v) the Company has all requisite corporate power and authority to execute, deliver, and perform this Agreement, and to consummate the transactions contemplated hereby. All necessary corporate proceedings of the Company have been taken to authorize the execution, delivery, and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered by the Company, is the legal, valid, and binding obligation of the Company, and is enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application now or hereafter in effect relating to or affecting the enforcement of creditors' right generally and the application of general equitable principles in any action, legal or equitable and then except, as to those provisions relating to indemnity or contribution, such opinion shall be limited as effected by any Federal or state securities laws regarding indemnity and/or contribution; (vi) the Securities conform to all statements relating thereto contained in the Offering Documents. The Securities, shall be validly authorized, validly issued, fully paid, and nonassessable, with no personal liability attaching to the ownership thereof and to such counsel's knowledge or as set forth in a schedule annexed hereto shall not have objected to the Placement Agent’s participation been issued in the Offering or its compensation therefrom.violation of any preemptive rights of stockholders; (bvii) The occurrence of assuming the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing OwnerProposed Investors set forth in the Subscription Agreements and Investor Questionnaires and the representations and warranties of the Placement Agent set forth herein, the Trust Offering Documents (except that no opinion need be expressed as to the financial statements, related schedules, or other financial data contained therein) comply as to form in all material respects with requirements of Rule 506 of Regulation D. To the best knowledge of such counsel, any contract, agreement, instrument, lease, license, or document described in the Offering Documents has been accurately described therein; (viii) such counsel has no knowledge of any modification, rescission, suspension, or withdrawal of registration or qualification of the Securities, or of an exemption from such registration or qualification, or the institution or threat of proceedings for that purpose; (ix) assuming that (a) a proper Form D is filed in accordance with Rule 503 of Regulation D, (b) that the offer and the Funds contained sale of the Securities by the Placement Agent was made in compliance with Rule 506 of Regulation D and that the Placement Agent's representations and warranties set forth herein as are true and correct, and (c) that the representations of the Prospective Investors in the Subscription Agreements signed by them are true and through correct (which facts will not be independently verified by such counsel), the Initial Closingsale of Securities in the Offering is exempt from registration under the Securities Act of 1933 and is in compliance with Regulation D; (x) neither the execution and delivery of this Agreement, the certificates representing the Securities, nor compliance with the terms hereof or thereof will (i) conflict with, result in a breach of, or constitute a default under the Articles or Certificate of Incorporation or By-Laws of the Company, or, to the performance best of such counsel's knowledge, any material contract, instrument, agreement or document to which the Company is a party, or by which the Managing Ownerassets or properties of the Company are bound; or (ii) to the best knowledge of such counsel, have any material adverse effect on any permit, certification, registration, approval, consent, license or franchise (other than Excluded Laws) necessary for the Company to own or lease and operate any of its properties and to conduct its business or the ability of the Company to make use thereof as described in the Offering Documents; (xi) such counsel has no knowledge, except as disclosed in the Offering Documents, that the issuance of the Securities in the Offering will give any holder of any of the Company's outstanding options, warrants or other convertible securities or rights to purchase Securities of the Company's Common Stock or Preferred Stock, the Trust right to purchase any additional shares of Common Stock and/or the right to purchase shares at a reduced price. In rendering such opinion, counsel for the Company may rely (A) as to matters of fact, on certificates of responsible officers of the Company; and (B) to the extent they deem proper, upon written statements or certificates of officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to counsel for the Placement Agent. (b) On or prior to the Closing Date the Placement Agent shall have been furnished such information, documents, certificates, and opinions as it may reasonably require for the purpose of enabling it to review the matters referred to in Section 6, and in order to evidence the accuracy, completeness, or satisfaction of any of the representations, warranties, covenants, agreements, or conditions herein contained, or as it may otherwise reasonably request. (c) At the Closing and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial each additional Closing, the Placement Agent shall have received a certificate one or more certificates of the chief executive officer and of the chief financial officer of the Managing OwnerCompany, dated the Initial Closing, applicable Closing Date to the effect that that, as of the date of this Agreement and as of the Initial Closing, applicable Closing Date the representations and warranties of the Managing Owner Company contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, Closing Date the obligations to be performed by the Managing Owner and the Trust Company hereunder on or prior thereto have been fully performed. In addition, except the parties shall deliver such other certificates or closing documents as disclosed therein; andare within the industry norm. Notwithstanding the foregoing, the Company hereby represents and warrants that at each Closing, the representations and warranties contained herein shall be true and correct in all respects. (iid) The All proceedings taken in connection with the issuance, sale sale, and delivery of Units the Securities shall have been made in a manner reasonably be satisfactory in form and substance to the Placement Agent M▇▇▇▇▇ and its M▇▇▇▇▇ counsel. (e) There shall not have occurred after the date hereof, at any time prior to each Closing: (A) any domestic or international event, act, or occurrence which has materially disrupted, or in M▇▇▇▇▇ opinion will in the immediate future materially disrupt the securities markets; (B) a general suspension of, or a general limitation on prices for, trading in securities on the Nasdaq SmallCap Market, American Stock Exchange or the over-the-counter market; (C) any banking moratorium declared by a state or federal authority; (D) any material interruption in the mail service or other means of communication within the United States; (E) any material adverse change in the business, properties, assets, results of operations, or financial condition of the Company; or (F) any change in the market for securities in general or in political, financial, or economic conditions which, in M▇▇▇▇▇ judgment, makes it inadvisable to proceed with the offering, sale, and delivery of the Securities. (f) The Company shall have executed and delivered to M▇▇▇▇▇ the Investment Banking Agreement as required under Section 13 hereunder and any required Agent Warrants as provided herein. Any certificate or other document signed by any officer of the Company and delivered to M▇▇▇▇▇ or to M▇▇▇▇▇= counsel at a Closing shall be deemed a representation and warranty by the Company hereunder as to the statements made therein. If any condition to M▇▇▇▇▇ obligations hereunder has not been fulfilled as and when required to be so fulfilled, M▇▇▇▇▇ may terminate this Agreement or, if M▇▇▇▇▇ so elect, in writing waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event that M▇▇▇▇▇ elect to terminate this Agreement, M▇▇▇▇▇ shall notify the Company of such election in writing. Upon such termination, neither party shall have any further liability or obligation to the other except as provided in Section 11 hereof.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be hereunder are subject (unless waived by as of the Placement Agentdate hereof and on the Closing Date) to the continuing accuracy of and compliance with the representations and warranties of the Managing Owner, the Trust and the Funds contained Company herein, to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to the following additional conditions: (ia) The Registration Statement shall have become effectiveOn or prior to the Closing Date, and the Placement Agent shall have received notice thereof; no Stop Order order suspending the effectiveness use of the Registration Statement shall Memorandum or enjoining the offering or sale of the Shares will have been issued and no proceeding proceedings for that purpose or any a similar purpose shall will have been initiated or threatened by will be pending or, to the SEC, knowledge of the NASD, the NFA, Placement Agent or the CFTCCompany, will be contemplated; and all requests for additional information any request on the part of the SEC, SEC or any securities authority of a state wherein the NASD, the NFA and the CFTC, shall Shares are being offered for additional information will have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to counsel for the Placement Agent’s participation in the Offering or its compensation therefrom. (b) The occurrence On the date of the Initial Memorandum and the Closing Date (i) the Memorandum and any amendments or supplements thereto will contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and will conform in all material respects to the requirements of the Act and the Regulations, and neither the Memorandum nor any amendment or supplement thereto will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made; (ii) since the respective dates as of which information is given in the Memorandum, there will not have been any material adverse change in the financial condition, results of operations or affairs of the Company from that set forth or contemplated in the Memorandum, except changes which the Memorandum indicates might occur after the date thereof; (iii) since the date of the Memorandum, there shall be subject (unless waived have been no material transaction, contract or agreement entered into by the Placement AgentCompany, other than in the ordinary course of business, which would be required to be set forth in the Memorandum, other than as set forth therein; and (iv) to the continuing accuracy of the representations and warranties of the Managing Ownerno action, the Trust and the Funds contained herein as of and through the Initial Closingsuit or proceeding at law or in equity will be pending or, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As best of the Initial Closing, the Placement Agent shall have received a certificate knowledge of the chief executive officer Company, threatened against the Company which would be required to be set forth in the Memorandum, other than as set forth therein, and of the chief financial officer of the Managing Owner, dated the Initial Closingno proceedings will be pending or, to the effect that as best of the date of this Agreement and as knowledge of the Initial ClosingCompany, threatened against the representations and warranties Company before or by any Federal, state or other tribunal or agency wherein an unfavorable decision, ruling or finding would materially adversely affect the business, properties, financial condition or results of operations of the Managing Owner contained herein were and are accurateCompany, except other than as disclosed therein, and that as of set forth in the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; andMemorandum. (iic) The issuance, sale and delivery of Units shall Placement Agent will have been made in a manner received evidence reasonably satisfactory in form and substance to the Placement Agent and its the Placement Agent's counsel of the assignment by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ to the Company of all rights and interest he may have in and to United States Patent Application number 08/825,686 and the heat transfer system which is the subject of such patent application. (d) The Placement Agent will have received from the Company's counsel, Atlas, ▇▇▇▇▇▇▇▇, Trop & Borkson, P.A., a signed opinion, reasonably satisfactory to the Placement Agent and the Placement Agent's counsel. (e) On the Closing Date, the Company and the Placement Agent shall enter into a financial consulting agreement, in the form of Exhibit B attached hereto, pursuant to which the Placement Agent will offer to provide financial consulting services to the Company for a period of 24 months following the Closing Date. (f) Within three business days following the Closing Date, the Company shall apply, on an expedited basis, for listing the Corporation Records Service published by Standard and Poor's and/or ▇▇▇▇▇'▇ Industrial Manual and shall use its good faith efforts to have the Company's listing remain current for a period of five years following the Closing Date. (g) The Company shall have appointed a transfer agent reasonably satisfactory to the Placement Agent. (h) The Company shall have entered into employment agreements reasonably satisfactory to the Placement Agent with each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ will have executed all documents necessary to assign to the Company all rights and interest he may have in and to United States Patent Application number 08/825,686 and the heat transfer system which is the subject of such patent application, which such assignment shall be reasonably satisfactory to the Placement Agent. (j) The Company shall have entered into an agreement with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ whereby the Company shall assume the obligations of ▇▇. ▇▇▇▇▇▇▇▇▇ pursuant to that certain Agreement dated July 18, 1997 between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ shall waived any and all rights and interest he may have in and to United States Patent Application number 08/825,686 and the heat transfer system which is the subject of such patent application, which such agreements shall be reasonably satisfactory to the Placement Agent. (k) Within 90 days from the Closing Date, the Company will obtain "key man" insurance in the amount of $1,000,000 on the life of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, of which the Company shall be the beneficiary, which such insurance shall be purchased by the Company from the Placement Agent providing the terms and costs thereof are commercially reasonable.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy accuracy, when made and on the Applicable Time and on the Closing Date, of the representations and warranties of the Managing Owner, the Trust and the Funds Company contained herein, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to each of the following additional terms and conditions: (iI) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order No stop order suspending the effectiveness of the Registration Statement or any part thereof, preventing or suspending the use of any Base Prospectus, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus or any part thereof shall have been issued and no proceeding proceedings for that purpose or any similar purpose pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the SECCommission, the NASD, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, Commission (to be included or incorporated by reference in the NASD, Registration Statement or the NFA and the CFTC, Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Placement Agent Agent; the Rule 462(b) Registration Statement, if any, each Issuer Free Writing Prospectus and the Prospectus shall have been filed with, the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance with Section 5(I)(a), and the Rule 462(b) Registration Statement, if any, shall have become effective immediately upon its counselfiling with the Commission; and (ii) The NASD, upon review and the NASD shall have raised no objection to the fairness and reasonableness of the terms of this Agreement or the Offering, transactions contemplated hereby. (II) The Placement Agent shall not have objected discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Placement Agent, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of the circumstances in which they were made, not misleading. (III) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of this Agreement, the Securities, the Registration Statement, the General Disclosure Package, each Issuer Free Writing Prospectus and the Prospectus and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Placement Agent, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (IV) ▇▇▇▇▇▇▇ Procter, LLP shall have furnished to the Placement Agent such counsel’s written opinion, as counsel to the Company, addressed to the Placement Agent and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance satisfactory to the Placement Agent, to the effect that (x) such counsel has acted as counsel to the Company in connection with the preparation of the Registration Statement, the General Disclosure Package and the Prospectus, and each amendment or supplement thereto made by the Company prior to the Closing Date, (y) based on such counsel’s participation examination of the Registration Statement, the General Disclosure Package and the Prospectus, and each amendment or supplement thereto made by the Company prior to the Closing Date and the documents incorporated by reference in the Offering General Disclosure Package or its compensation therefromthe Prospectus and any further amendment or supplement to any such incorporated document made by the Company prior to the Closing Date, and such counsel’s investigations made in connection with the preparation of the Registration Statement, the General Disclosure Package and the Prospectus, and each amendment or supplement thereto made by the Company prior to the Closing Date, and “conferences with certain officers and employees of and with auditors for and counsel to the Company,” such counsel has no reason to believe that (I) the Registration Statement or any amendment thereto, at the Applicable Time as of the date of this Agreement, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto, at the respective date thereof or at the Closing Date, contained or contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the documents included in the General Disclosure Package, all considered together, as of the Applicable Time, contained or contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (II) any document incorporated by reference in the Prospectus or any further amendment or supplement to any such incorporated document made by the Company prior to the Closing Date, when they became effective or were filed with the Commission, as the case may be, contained, in the case of a registration statement which became effective under the Securities Act, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or, in the case of other documents which were filed under the Exchange Act with the Commission, any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; it being understood that such counsel need express no opinion as to the financial statements or other financial data contained in the Registration Statement, the General Disclosure Package, or the Prospectus, or an incorporated document. The foregoing statement may be qualified by a statement to the effect that such counsel has not independently verified the accuracy, completeness or fairness of the statements contained in the Registration Statement, the General Disclosure Package or the Prospectus and takes no responsibility therefor except to the extent set forth in the opinion described above. (bV) The occurrence of Pabst Patent Group LLP shall have furnished to the Initial Placement Agent such counsel’s written opinion, as special Intellectual Property counsel to the Company, addressed to the Placement Agent and dated the Closing shall be subject (unless waived by Date, in form and substance reasonably satisfactory to the Placement Agent. (VI) The Placement Agent shall have received from ▇▇▇▇▇ Raysman ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Placement Agent, such opinion or opinions, dated the Closing Date, with respect to such matters as the Placement Agent may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters. (VII) At the time of the execution of this Agreement, the Placement Agent shall have received from Deloitte & Touche, LLP a letter, addressed to the continuing accuracy of the representations Placement Agent, executed and warranties of the Managing Ownerdated such date, the Trust in form and the Funds contained herein as of and through the Initial Closing, substance satisfactory to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: Placement Agent (i) As confirming that they are an independent registered accounting firm with respect to the Company and its subsidiaries within the meaning of the Initial ClosingSecurities Act and the Rules and Regulations and PCAOB and (ii) stating the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. (VIII) On the effective date of any post-effective amendment to any Registration Statement and on the Closing Date, the Placement Agent shall have received a certificate letter (the “Bring-Down Letter”) from Deloitte & Touche addressed to the Placement Agent and dated the Closing Date confirming, as of the chief executive officer and date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus, as the case may be, as of a date not more than three (3) business days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information and other matters covered by its letter delivered to the Placement Agent concurrently with the execution of this Agreement pursuant to paragraph (VII) of this Section 7. (IX) The Company shall have furnished to the Placement Agent a certificate, dated the Closing Date, of its Chairman of the Board, its President or a Vice President and its chief financial officer of stating that (i) such officers have carefully examined the Managing OwnerRegistration Statement, dated the Initial ClosingGeneral Disclosure Package, to any Permitted Free Writing Prospectus and the effect that Prospectus and, in their opinion, the Registration Statement and each amendment thereto, at the Applicable Time and as of the date of this Agreement and as of the Initial ClosingClosing Date did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the General Disclosure Package, as of the Applicable Time and as of the Closing Date, any Permitted Free Writing Prospectus as of its date and as of the Closing Date, the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the effective date of the Registration Statement, no event has occurred which should have been set forth in a supplement or amendment to the Registration Statement, the General Disclosure Package or the Prospectus, (iii) to the best of their knowledge after reasonable investigation, as of the Closing Date, the representations and warranties of the Managing Owner contained herein were Company in this Agreement are true and are accuratecorrect and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and (iv) there has not been, subsequent to the date of the most recent audited financial statements included or incorporated by reference in the General Disclosure Package, and excluding the Company’s continuing operating losses and associated negative cash flow, any material adverse change in the financial position or results of operations of the Company and its subsidiaries, or any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company and its subsidiaries taken as a whole, except as disclosed therein, and that set forth in the Prospectus. (X) Since the date of the latest audited financial statements included in the General Disclosure Package or incorporated by reference in the General Disclosure Package as of the Initial Closingdate hereof, (i) neither the obligations to be performed Company nor any of its subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Managing Owner General Disclosure Package, and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuancethere shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries, or any change, or any development involving a prospective change, in or affecting the business, general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth in the General Disclosure Package, the effect of which, in any such case described in clause (i) or (ii) of this paragraph (X), is, in the judgment of the Placement Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Units on the terms and in the manner contemplated in the General Disclosure Package and the Prospectus. (XI) No action shall have been taken and no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would prevent the issuance or sale of the Units or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued which would prevent the issuance or sale of the Units or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (XII) Subsequent to the execution and delivery of Units this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, Nasdaq NM or the American Stock Exchange or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been made suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established on any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall have become engaged in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the sole judgment of the Placement Agent, impracticable or inadvisable to proceed with the sale or delivery of the Units on the terms and in the manner reasonably satisfactory contemplated in the General Disclosure Package and the Prospectus. (XIII) The Nasdaq National Market shall have approved the Shares for inclusion therein, subject only to official notice of issuance. (XIV) Cowen shall have received the written agreements, substantially in the form of Exhibit B hereto, of the executive officers and directors of the Company listed in Schedule B to this Agreement. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Placement Agent and its counselAgent.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy accuracy, as of the representations date hereof and at the Closing Date (as if made at such Closing Date), of and compliance with all representations, warranties and agreements of the Managing Owner, the Trust and the Funds Company contained herein, to the performance by the Managing Owner, the Trust and the Funds Company of their its respective obligations hereunder and to the following additional conditions: (ia) The If filing of the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or 164(b) under the Securities Act); the Registration Statement shall have become remain effective, and the Placement Agent shall have received notice thereof; no Stop Order stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued and issued; no proceeding proceedings for that or any similar purpose the issuance of such an order shall have been initiated or threatened by threatened; any request of the SEC, the NASD, the NFA, Commission or the CFTC; and all requests Placement Agent for additional information on (to be included in the part of the SECRegistration Statement, the NASDTime of Sale Disclosure Package, the NFA and the CFTCProspectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefromsatisfaction. (b) The occurrence ADS shall be qualified for listing on the NYSE. (c) The Company shall have entered into the Securities Purchase Agreement with each of the Initial Closing Purchasers and such agreement shall be subject in full force and effect. (unless waived d) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (e) The Placement Agent shall not have determined or advised the Company that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Placement Agent’s reasonable opinion, is material, or omits to state a fact which, in the Placement Agent’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (f) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s securities. (g) The Company shall cause to be furnished to the Placement Agent on the Closing Date, an opinion of an opinion of K▇▇▇▇▇▇▇ & E▇▇▇▇, United States counsel for the Company, addressed to the Placement Agent and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (h) The Company shall cause to be furnished to the Placement Agent on the Closing Date, an opinion of H▇▇▇▇▇ Westwood & Riegels LLP, British Virgin Islands counsel for the Company, addressed to the Placement Agent and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (i) The Company shall cause to be furnished to the Placement Agent on the Closing Date, an opinion of Haiwen Partners, PRC counsel for the Company, addressed to the Placement Agent and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (j) On the Closing Date, there shall have been furnished to the Placement Agent the favorable opinion of M▇▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ LLP, United States counsel for the Placement Agent, addressed to the Placement Agent and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (k) On the Closing Date, there shall have been furnished to the Placement Agent the favorable opinion of Han Kun Law Offices, PRC counsel for the Placement Agent, addressed to the Placement Agent and dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (l) The Placement Agent shall have received a letter of Deloitte Touche Tohmatsu CPA Ltd., on the date hereof and on the Closing Date addressed to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Disclosure Package, as of a date not prior to the date hereof or more than five days prior to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required by the Placement Agent. (m) On the Closing Date, there shall have been furnished to the continuing accuracy Placement Agent a certificate, dated such Closing Date and addressed to the Placement Agent, signed by the chief executive officer and the chief financial officer of the representations and warranties Company, in their capacity as officers of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial ClosingCompany, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditionseffect that: (i) As The representations and warranties made by the Company in this Agreement shall be true and correct and not misleading when made and on each Closing Date, and the Company shall have complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) No stop order or other order (A) suspending the effectiveness of the Initial ClosingRegistration Statement or any part thereof or any amendment thereof, or (B) suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and (iii) There has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after the date of this Agreement and prior to the Closing Date. (n) On or before the date hereof, the Placement Agent shall have received duly executed “lock-up” agreements, in a certificate of the chief executive officer and of the chief financial officer of the Managing Owner, dated the Initial Closing, form acceptable to the effect that as of the date of this Agreement and as of the Initial ClosingPlacement Agent, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory in form and substance to between the Placement Agent and its counseleach of the Company’s directors and H▇▇▇▇ ▇▇▇▇. If any condition specified in this Section 8 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Placement Agent by notice to the Company at any time at or prior to the Closing Date and such termination shall be without liability of any party to any other party, except that Section 1(e), Section 9 and Section 10 shall survive any such termination and remain in full force and effect.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent pursuant to undertake the placement of Units as provided herein this Agreement shall be subject (unless waived by the Placement Agent) subject, in its discretion, to the continuing accuracy of the representations and warranties of the Managing OwnerCompany contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the Trust date hereof and as of the Funds contained hereinClosing Date, with respect to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (ia) The Registration Statement shall have become effectiveAt the Closing and the Final Closing, and the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Registration Statement shall have been issued and no proceeding for that or any similar purpose shall have been initiated or threatened by the SECCompany, the NASDdated each Closing Date, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with addressed to the reasonable satisfaction of the Placement Agent and the investors, and in form and scope satisfactory to counsel for the Placement Agent, to the effect that: (i) the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease, license, and use its properties and assets and to conduct its business in the manner described in the Offering Documents and is duly qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which its ownership, leasing, licensing, or use of property and assets or the conduct of its business makes such qualification necessary (except where the failure to so qualify would not have a material adverse effect upon the Company or its business); (ii) the Company has, as of the date hereof, an authorized, and, to such counsel's knowledge, outstanding capitalization as set forth in the PPM. Each issued and outstanding share of Common Stock is validly authorized, validly issued, fully paid, and nonassessable, with no personal liability attaching to the ownership thereof solely by being such a holder to such counsel's knowledge or as set forth on a schedule hereto has not been issued and is not owned or held in violation of any preemptive right of stockholders; (iii) the Company has all requisite corporate power and authority to execute, deliver, and perform this Agreement, and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered by the Company, is the legal, valid, and binding obligation of the Company, and is enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application now or hereafter in effect relating to or affecting the enforcement of creditors' right generally and the application of general equitable principles in any action, legal or equitable and then except, as to those provisions relating to indemnity or contribution, such opinion shall be limited as effected by any Federal or state securities laws regarding indemnity and/or contribution; and (iiiv) The NASDassuming that (a) a proper Form D is filed in accordance with Rule 503 of Regulation D, upon review (b) that the offer and the sale of the terms Units by the Placement Agent was made in compliance with Rule 506 of the Offering, shall not have objected to Regulation D and that the Placement Agent’s participation 's representations and warranties set forth herein are true and correct, and (c) that the representations of the Investors in the Subscription Agreements signed by them are true and correct (which facts will not be independently verified by such counsel), the sale of Securities in the Offering is exempt from registration under the Securities Act of 1933 and is in compliance with Regulation D; In rendering such opinion, counsel for the Company may rely (A) as to matters of fact, on certificates of responsible officers of the Company; and (B) to the extent they deem proper, upon written statements or its compensation therefromcertificates of officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to counsel for the Placement Agent. (a) On or prior to the Closing Date the Placement Agent shall have been furnished such information, documents, certificates, and opinions as it may reasonably require for the purpose of enabling it to review the matters referred to in Section 6, and in order to evidence the accuracy, completeness, or satisfaction of any of the representations, warranties, covenants, agreements, or conditions herein contained, or as it may otherwise reasonably request. (b) The occurrence of At the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer President and of the chief financial officer Chief Financial Officer of the Managing OwnerCompany, dated as of the Initial Closing, Closing Date to the effect that that, as of the date of this Agreement and as of the Initial Closing, Closing Date the representations and warranties of the Managing Owner Company contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, Closing Date the obligations to be performed by the Managing Owner and the Trust Company hereunder on or prior thereto have been fully performed. Notwithstanding the foregoing, except as disclosed therein; andthe Company hereby represents and warrants that at the Closing, the representations and warranties contained herein shall be true and correct in all respects. (iic) The All proceedings taken in connection with the issuance, sale sale, and delivery of the Units shall have been made in a manner reasonably be satisfactory in form and substance to the Placement Agent XXX and its XXX’s counsel. (d) There shall not have occurred after the date hereof, at any time prior to each Closing: (A) any domestic or international event, act, or occurrence which has materially disrupted, or in XXX’s opinion will in the immediate future materially disrupt the securities markets; (B) a general suspension of, or a general limitation on prices for, trading in securities on any national securities exchange or the over-the-counter market; (C) any banking moratorium declared by a state or federal authority; (D) any material interruption in the mail service or other means of communication within the United States; or (E) any change in the market for securities in general or in political, financial, or economic conditions which, in XXX’s judgment, makes it inadvisable to proceed with the offering, sale, and delivery of the Units. Any certificate or other document signed by any officer of the Company and delivered to XXX or to XXX’s counsel at the Closing shall be deemed a representation and warranty by the Company hereunder as to the statements made therein. If any condition to XXX obligations hereunder has not been fulfilled as and when required to be so fulfilled, XXX may terminate this Agreement or, if XXX so elects, in writing waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event that XXX elects to terminate this Agreement, XXX shall notify the Company of such election in writing. Upon such termination, neither party shall have any further liability or obligation to the other except as provided in Section 11 hereof.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent pursuant to undertake the placement of Units as provided herein this Agreement shall be subject (unless waived by the Placement Agent) subject, in its discretion, to the continuing accuracy of the representations and warranties of the Managing OwnerCompany contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the Trust date hereof and as of the Funds contained hereinClosing Date (and, if applicable, each Additional Closing Date), to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (ia) The Registration Statement shall have become effective, At the Closing and the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that or any similar purpose shall have been initiated or threatened by the SEC, the NASD, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefrom. (b) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial each Additional Closing, to as the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closingcase may be, the Placement Agent shall have received a certificate the favorable opinion of Brac▇▇▇▇▇ & ▇att▇▇▇▇▇, ▇.L.P., counsel for the chief executive officer and of the chief financial officer of the Managing OwnerCompany, dated the Initial Closingdate of delivery, addressed to the Placement Agent, substantially to the effect that as that: (i) The Company has been duly organized and is validly existing and in good standing under the corporate laws of the date jurisdiction of this Agreement its incorporation, has the requisite corporate power and authority necessary to own or hold its properties and conducts its business as described on the Offering Documents and is duly qualified as a foreign corporation for the transaction of business and is in good standing in each jurisdiction where the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations failure to be performed by so qualified might have a materially adverse impact upon the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; andCompany; (ii) The issuanceCompany has full corporate right, sale power and delivery authority to enter into this Agreement and the Warrant Agreement and to perform all of Units shall its obligations hereunder and thereunder or contemplated hereby and thereby; the Company has full corporate right, power and authority to issue, sell and deliver the Units; this Agreement and the Warrant Agreement have been made duly authorized, executed and delivered by the Company and are valid and binding obligations of the Company, enforceable in accordance with their terms; (iii) The Company has an authorized and, to counsel's knowledge, outstanding stock capitalization as set forth in the Offering Documents and all of the issued and outstanding shares of the Common Stock and the warrants and options of the Company have been duly and validly authorized and issued. The outstanding shares of Common Stock are fully paid and non-assessable. To the knowledge of such counsel, except as set forth in the Offering Documents, no holder of any of the Company's securities has any rights, "demands", "piggyback" or otherwise, to have such securities registered or to demand the filing of a manner reasonably satisfactory in form and substance to the Placement Agent and its counselregistration statement.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent hereunder are subject to undertake the placement fulfillment, at or before each Closing, of Units as provided herein shall the following additional conditions, each of which may be subject (unless waived in writing by the Placement Agent: (a) to the continuing accuracy Each of the representations and warranties of the Managing Owner, Company shall be true and correct in all material respects when made on the Trust date hereof and the Funds contained herein, to the performance by the Managing Owner, the Trust on and the Funds as of their respective obligations hereunder each Closing Date as though made on and to the following conditions:as of each Closing Date (except for representations and warranties that speak as of a specific date). (ib) The Registration Statement Company shall have become effectiveperformed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by it under the Placement Agent shall have received notice thereof; no Stop Order Disclosure Materials at or before each Closing. (c) No order suspending the effectiveness use of the Registration Statement Disclosure Materials or enjoining the offering or sale of the Notes shall have been issued issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated and pending, or, to the best of the Company’s knowledge, are contemplated or threatened by threatened. (d) At the SECFirst Closing the Company shall have an outstanding capitalization as described in the Disclosure Materials. All shares of capital stock currently outstanding are, the NASD, the NFA, or the CFTC; and all requests for additional information on shares which may be issued at the part of Closing will be upon issuance, duly authorized, validly issued, fully paid, and non-assessable. At each Closing, no securities (other than the SEC, the NASD, the NFA and the CFTC, shall have been complied with warrants issued to the reasonable satisfaction Placement Agent in connection with the Offering) will be issuable upon the exercise of warrants or options, without the written authorization of the Placement Agent Agent, except (i) those warrants and its counsel; and options as set forth in the Disclosure Materials and (ii) The NASD, upon review those issued in prior Closings of the terms sale of Notes pursuant to the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefrom. (be) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent shall have received a certificate certificates of the chief executive officer and Chief Executive Officer of the chief financial Company, dated as of each Closing Date, certifying on behalf of the Company, in such detail as Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (f) The Company shall have delivered to the Placement Agent (i) a currently dated good standing certificate from the Secretary of State of Nevada and each jurisdiction in which the Company is qualified to do business as a foreign corporation (if any), and (ii) certified resolutions of the Company’s Board of Directors approving this Agreement and the other Disclosure Materials , and the transactions and agreements contemplated by this Agreement and the other Disclosure Materials . (g) At each Closing, an authorized officer of the Managing Owner, dated the Initial Closing, Company shall have provided a certificate to the effect Placement Agent confirming on behalf of the Company that as there have been no undisclosed material and adverse changes in the business condition (financial or otherwise) of the Company from the date of this Agreement the Disclosure Materials, the absence of undisclosed liabilities (other than liabilities arising in the ordinary course of business) and as such other matters relating to the financial condition of the Initial Company that the Placement Agent may reasonably request. (h) At each Closing, the representations and warranties Company shall have (i) paid to the Placement Agent the Placement Agent’s Fee in respect of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial all Notes sold at such Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuancepaid all fees, sale costs and delivery of Units expenses set forth in Section 5(i) hereof, and (iii) executed and delivered to the Placement Agent the Agent’s Warrants in an amount proportional to the Notes sold at such Closing. (i) There shall have been made delivered to the Placement Agent a signed opinion of counsel to the Company (“Company Counsel”), dated as of each Closing Date, in a manner the form agreed upon prior to the Closing. (j) All proceedings taken at or prior to each Closing in connection with the authorization, issuance and sale of the Notes and the Agent’s Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as they may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby.

Conditions of Placement Agent’s Obligations. The obligations of each Placement Agent hereunder are subject to the fulfillment, at or before the Closing, of the following additional conditions: (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be subject (unless waived by the Placement Agent) to the continuing accuracy Each of the representations and warranties of the Managing Owner, Company shall be true and correct in all material respects when made on the Trust date hereof (except for the Permitted Exceptions) and shall be true in all material respects on and as of the Funds contained herein, to Closing Date as though made on and as of the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following conditions:Closing Date. (ib) The Registration Statement Company shall have become effectiveperformed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by it under the Placement Agent shall have received notice thereof; no Stop Order Transaction Documents at or before the Closing. (c) No order suspending the effectiveness use of the Registration Statement Memorandum or enjoining the offering or sale of the Units shall have been issued issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated and pending, or, to the Company's knowledge, are contemplated or threatened by threatened. (d) At the SECClosing the Company shall have an outstanding capitalization as described in the Memorandum. All shares of capital stock outstanding as of the Closing Date, the NASD, the NFA, or the CFTC; and all requests for additional information on shares which may be issued at the part Closing will be upon issuance, validly issued, fully paid, and non-assessable. As of the SECClosing, no securities will be issuable upon the NASDexercise of warrants or options, without the NFA and the CFTC, shall have been complied with to the reasonable satisfaction written authorization of the Placement Agent Agents, except (i) those warrants and its counsel; and options described in the Memorandum and (ii) The NASD, upon review stock options for shares of the terms Company's Common Stock granted to new employees in a manner consistent with prior practices and approved by the Company's Board of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or Directors and its compensation therefromCompensation Committee. (be) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Each Placement Agent shall have received a certificate certificates signed by the President of the chief executive officer and of the chief financial officer of the Managing OwnerCompany, dated the Initial Closing, to the effect that as of the date Closing Date, certifying on behalf of the Company, in such detail as such Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (f) The Company shall have delivered to each Placement Agent (i) a currently dated good standing certificate from the Secretary of State of Delaware and each jurisdiction in which the Company is qualified to do business as a foreign corporation, and (ii) certified resolutions of the Company's Board of Directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement and the other Transaction Documents. (g) At the Closing, the Company shall have provided to each Placement Agent a certificate, signed by the President of the Company, confirming on behalf of the Company that there have been no undisclosed material and adverse changes in the business condition (financial or otherwise) or prospects of the Company from the date of the latest financial statements included in the Memorandum, the absence of undisclosed liabilities (other than liabilities arising in the ordinary course of business subsequent to the date of the most recent balance sheet included in the Memorandum) and such other matters relating to the financial condition and prospects of the Company that such Placement Agent may reasonably request. (h) At the Closing, the Company shall have (i) paid to each Placement Agent its applicable Placement Agents' Fee in respect of all Units sold at the Closing, (ii) paid all fees, costs and expenses as set forth in Section 5(i) hereof, and (iii) executed and delivered to each Placement Agent the applicable Agents' Warrants in an amount proportional to the Units placed by such Placement Agent at the Closing. (i) There shall have been delivered to the Placement Agents a signed opinion of counsel (including a 10(b)-5 opinion in customary form) to the Company ("COMPANY COUNSEL"), dated as of the Initial ClosingClosing Date, which shall be in the representations form substantially similar to the opinion delivered by Company Counsel with respect to Bridge Notes Financing and warranties shall contain language reasonably satisfactory to the Placement Agents and their respective counsel with respect to any appraisal rights triggered by the Merger. (j) All proceedings taken at or prior to the Closing in connection with the authorization, issuance and sale of the Managing Owner contained herein were and are accurateCommon Stock, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner Warrants and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner Agent's Warrants will be reasonably satisfactory in form and substance to the each Placement Agent and its respective counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as they may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (k) At the Closing, Treasure Mountain Holdings, Inc. ("PUBCO"), shall have provided to each Placement Agent a certificate, signed by the President of Pubco, or its successor or assign, confirming on behalf of Pubco, that the Merger has been consummated in accordance with the Merger Agreement and that all representations and warranties of Pubco set forth in the Merger Agreement shall be deemed to be made directly to the Placement Agents, which representations and warranties shall survive the closing of the Offering. (l) At the Closing, Pubco shall have provided to each Placement Agent a certificate, signed by the President of Pubco, or its successor or assign, confirming on behalf of Pubco, that the Registration Rights Agreement (as defined in the Memorandum) has been executed by Pubco.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent hereunder to undertake the placement of Units as provided herein shall be effect each Closing are subject (unless waived by the Placement Agent) to the continuing accuracy fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties of CepTor shall be true and correct in all material respects when made on and as of the Managing OwnerClosing date as though made on and as of the Closing, the Trust except as to representations and the Funds contained herein, to the performance by the Managing Owner, the Trust and the Funds warranties made as of their respective obligations hereunder and to the following conditions:a specific date. (ib) The Registration Statement CepTor shall have become effectiveperformed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by it at or before the Placement Agent shall have received notice thereof; no Stop Order Closing. (c) No order suspending the effectiveness use of the Registration Statement Memorandum or enjoining the Offering or sale of the Notes shall have been issued issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated or threatened by the SECpending, the NASDor, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction best of the Placement Agent and its counsel; and (ii) The NASDCepTor's knowledge, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering be contemplated or its compensation therefromthreatened. (bd) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer Chairman and Chief Executive Officer of the chief financial officer of the Managing OwnerCepTor, dated the Initial Closing, to the effect that as of the date Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b) and (c) above. (e) CepTor shall have delivered to the Placement Agent: (i) a recently dated good standing certificate from the secretary of state of its jurisdiction of incorporation or organization and each jurisdiction in which it is qualified to do business as a foreign corporation and (ii) resolutions of its Board of Directors or other governing body approving this Agreement and the transactions and agreements contemplated by this Agreement, and the Memorandum, certified by its Chairman and Chief Executive Officer. (f) At each Closing, CepTor shall pay to the Placement Agent the Placement Agent Fee and the expense reimbursement and shall issue the Placement Agent Warrants. (g) CepTor shall deliver to the Placement Agent a signed opinion of its legal counsel dated as of each Closing Date, containing the Initial Closingopinions set forth in Exhibit A, subject to conditions, limitations and qualifications provided for therein. (h) All proceedings taken at or prior to each Closing in connection with the representations authorization, issuance and warranties sale of the Managing Owner contained herein were Notes and are accurate, except as disclosed therein, and that as of securities accompanying the Initial Closing, the obligations to be performed by the Managing Owner Notes and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner Placement Agent Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby.

Conditions of Placement Agent’s Obligations. (a) The respective obligations of the Fund and the Advisor, and the several obligations of the Placement Agent to undertake the placement of Units as provided herein shall be Agents, hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy of condition that the representations and warranties of the Managing Owner, the Trust and the Funds contained herein, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (i) The Registration Statement shall have has become effective, effective and the Placement Agent shall have received notice thereof; at each Settlement Date no Stop Order stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceeding for that or any similar purpose proceedings with respect thereto shall have been initiated or threatened or, to the Fund’s knowledge, threated by the SECCommission, the NASD, the NFA, or the CFTC; and all requests for additional information any request on the part of the SEC, the NASD, the NFA and the CFTC, Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Placement Agents. The several obligations of each Placement Agent are subject to the following further conditions: (a) On or prior to the date that the first Common Shares are sold pursuant to the terms of this Agreement and its counselafter the Fund: (i) (A) files the Prospectus relating to the Placement Securities or amends or supplements the Registration Statement or the Prospectus relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement relating to the Placement Securities; or (B) files a Rule 424 filing (other than (i) a Rule 424 filing solely to update the amount of Placement Securities sold through the Placement Agents, Net Proceeds to the Fund and the compensation payable by the Fund with respect to such Placement Securities or (ii) a Rule 424 filing solely to update management’s estimate of the Fund’s financial metrics as of the most recent month end (“Financial Metrics 424”)); and (ii) The NASDfiles an annual report and semi-annual report on Form N-CSR and N-CSRS, upon review respectively, and monthly reports on Form N-PORT, each quarter, as applicable (“Quarterly Report”), (each such date of filing of one or more of the terms documents referred to in clauses (i) and (ii) and any time of request by the Placement Agents shall be a “Representation Date”); each of the Offering, Fund and the Advisor shall not have objected to furnish the Placement Agent’s participation Agents with a certificate, in the Offering respective form attached hereto as Exhibit E (each, an “Officer’s Certificate”) within five (5) Business Days of any Representation Date. The requirement to provide a certificate under this Section 9(a) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the date the Fund delivers a Placement Notice hereunder. Notwithstanding the foregoing, if the Fund subsequently decides to sell Placement Securities following a Representation Date when the Fund relied on such waiver and did not provide the Placement Agents with a certificate under this Section 9(a), then before the Fund delivers the Placement Notice or its compensation therefromthe Applicable Placement Agent sells any Placement Securities, each of the Fund and the Advisor shall provide the Placement Agents with the applicable Officer’s Certificate, dated the date of the Placement Notice. (b) The occurrence On or prior to the date of the Initial Closing first Placement Notice and within five (5) Business Days of each Representation Date with respect to which the Fund and the Advisor are obligated to deliver the applicable Officer’s Certificate for which no waiver is applicable, the Fund shall cause to be subject (unless waived by furnished to the Placement AgentAgents written opinions of Dechert LLP and ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A. or other counsel satisfactory to Ladenburg (collectively, “Fund Counsel”), in form and substance reasonably satisfactory to Ladenburg and its counsel, dated the date that the opinion is required to be delivered, substantially similar to the respective form attached hereto as Exhibit D modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, any such counsel may furnish the Placement Agents with a letter (a “Reliance Letter”) to the continuing accuracy effect that the Placement Agents may rely on a prior opinion delivered under this Section 9(b) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (c) On or prior to the date of the representations first Placement Notice and warranties within five (5) Business Days of each Representation Date with respect to which the Fund and the Advisor are obligated to deliver the applicable Officer’s Certificate for which no waiver is applicable (each, a “Comfort Letter Triggering Event”), the Fund shall cause (A) its independent accountants to furnish the Placement Agents a letter (the “Comfort Letter”), dated the date the Comfort Letter is delivered, in form and substance satisfactory to Ladenburg, (i) confirming that they are an independent registered public accounting firm within the meaning of the Managing OwnerSecurities Act, the Trust Exchange Act and the Funds contained herein Public Fund Accounting Oversight Board, (ii) stating, as of such date, the conclusions and through findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial ClosingComfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter and (B) the Chief Financial Officer of the Fund to furnish to Placement Agents a certificate (the “CFO Certificate”) dated the date that the certificate is required to be delivered, in form and substance satisfactory to Ladenburg. Notwithstanding the immediately prior sentence, and in lieu of a Comfort Letter, the Fund may deliver to the Placement Agents a certificate of the Fund’s Chief Financial Officer substantially in the form attached hereto as Exhibit F, or in such other form or forms as are acceptable to counsel for the Placement Agents (the “Alternate CFO Certificate”), (i) in the event that the Registration Statement is amended or the Prospectus supplemented to include additional unaudited financial information, including from a Quarterly Report, (ii) upon the filing by the Fund of a semi-annual report on Form N-CSR (“Semi-Annual Report”), or (iii) upon the filing by the Fund of a Quarterly Report, on the date that such amendment to the Registration Statement is filed or that the Prospectus is so supplemented, or within three (3) Business Days of the Fund’s filing of a Semi-Annual Report or Quarterly Report, as applicable. The requirement to provide a Comfort Letter or Alternate CFO Certificate, as applicable, and a CFO Certificate under this Section 9(c) shall be waived if at the time of the Comfort Letter Triggering Event there is no Placement Notice outstanding. Notwithstanding the foregoing, if the Fund subsequently decides to issue a Placement Notice, the Fund shall provide the Placement Agents with a Comfort Letter or Alternate CFO Certificate, as applicable, and a CFO Certificate prior to the issuance of such Placement Notice. (d) On or prior to the date of the first Placement Notice and within five (5) Business Days of each Representation Date with respect to which the Fund and the Advisor are obligated to deliver the applicable Officer’s Certificate for which no waiver is applicable, the Placement Agents shall have received a written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, in form and substance satisfactory to Ladenburg, dated the date that the opinion is required to be delivered, modified, as necessary, to relate to the performance Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, counsel may furnish the Placement Agents with a Reliance Letter to the effect that the Placement Agents may rely on a prior opinion delivered under this Section 9(d) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (e) Within five (5) Business Days of the Fund filing with the Commission a Financial Metrics 424, the Fund shall cause to be furnished to the Placement Agents a CFO Certificate certifying the information included in the Financial Metrics 424, in a form and substance satisfactory to Ladenburg. (f) The Registration Statement shall have become effective and shall be available for (i) all sales of Placement Securities issued pursuant to all prior Placement Notices (each as amended by a corresponding Acceptance, if applicable) and (ii) the sale of all Placement Securities contemplated to be issued by any Placement Notice (as amended by the Managing Ownercorresponding Acceptance, if applicable). (g) None of the following events shall have occurred and be continuing: (i) receipt by the Fund of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and response to which would require any post-effective amendments or supplements to the following conditions:Registration Statement or the Prospectus; (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, including any notice objecting to the use of the Registration Statement or similar order pursuant to Section 8 of the Securities Act having been issued and proceedings therefor initiated, or to the knowledge of the Fund, threatened by the Commission; (iii) receipt by the Fund of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any material statement made in the Registration Statement or the Prospectus untrue in any material respect or that requires the making of any changes in the Registration Statement or the related Prospectus or such documents so that, in the case of the Registration Statement, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (h) Except as contemplated in the Prospectus, no Fund Material Effect or Advisor Material Adverse Effect shall have occurred. (i) As of the Initial Closing, the The Placement Agent Securities shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing Owner, dated the Initial Closing, to the effect that as of the date of this Agreement and as of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto either have been fully performed(i) approved for listing on the New York Stock Exchange, except as disclosed therein; and subject only to notice of issuance, or (ii) The issuancethe Fund shall have filed with the New York Stock Exchange a “Supplemental Listing Application” for listing of the Placement Securities on the New York Stock Exchange at, sale and delivery or prior to, the issuance of Units any Placement Notice. (j) Trading in the Common Shares shall not have been suspended on the New York Stock Exchange. (k) All filings with the Commission required by Rule 424 under the Securities Act to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424. (l) No action, suit, proceeding, inquiry or investigation shall have been instituted or threatened by the Commission which would adversely affect the Fund’s standing as a registered investment company under the Investment Company Act or the standing of the Advisor as a registered investment adviser under the Advisers Act. (m) If any condition specified in a manner reasonably satisfactory in form this Section 9 shall not have been fulfilled when and substance as required to be fulfilled, this Agreement may be terminated by Ladenburg by notice to the Placement Agent Fund, and its counselsuch termination shall be without liability of any party to any other party except as provided in Section 8 hereof and except that, in the case of any termination of this Agreement, Sections 4, 5, 11, and 12 hereof shall survive such termination and remain in full force and effect.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent hereunder to undertake the placement of Units as provided herein shall be affect a Closing are subject (unless waived by the Placement Agent) to the continuing accuracy fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties of made by the Managing OwnerCompany qualified as to materiality shall be true and correct on each Closing Date for the Bridge Note Offering or the PPO Offering, the Trust and the Funds contained herein, except to the performance by the Managing Ownerextent any such representation or warranty expressly speaks as of an earlier date, the Trust in which case such representation or warranty shall be true and the Funds correct as of their respective obligations hereunder and to the following conditions: (i) The Registration Statement shall have become effectivesuch earlier date, and the Placement Agent representations and warranties made by the Company not qualified as to materiality shall be true and correct in all material respects on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) The Company shall have received notice thereof; no Stop Order performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by it at or before the Bridge Note Closing or PPO Closing as provided herein. (c) The Bridge Note Subscription Documents or the PPO Subscription Documents do not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) No order suspending the effectiveness use of the Registration Statement Bridge Note Subscription Documents, or enjoining the Bridge Note Offering or the sale of the Bridge Notes and no order suspending the use of the PPO subscription Documents or enjoining the PPO Offering or sale of the PPO Units shall have been issued issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated or threatened by pending, or, to the SEC, the NASD, the NFA, or the CFTC; and all requests for additional information on the part best of the SECCompany’s knowledge, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering be contemplated or its compensation therefromthreatened. (be) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer and Chief Executive Officer of the chief financial officer of the Managing OwnerCompany, dated the Initial Closing, to the effect that as of the respective Closing Dates, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (f) The Company shall have delivered to the Placement Agent: (i) a good standing certificate dated as of a date within 10 days prior to the respective Closing Dates from the secretary of state of its jurisdiction of incorporation and (ii) resolutions of the Company’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, and the Bridge Subscription Documents or PPO Subscription Documents, all as certified by the Chief Executive Officer of the Initial Company. (g) At each respective Closing, the representations Company shall pay and/or issue to the Placement Agent the Brokers’ Fees earned in such Closing. (h) All proceedings taken at or prior to the respective Closing in connection with the authorization, issuance and warranties sale of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner Shares and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent pursuant to undertake the placement of Units as provided herein this Agreement shall be subject (unless waived by the Placement Agent) subject, in its discretion, to the continuing accuracy of the representations and warranties of the Managing OwnerCompany contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the Trust date hereof and as of the Funds contained hereinClosing Date, with respect to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (ia) The Registration Statement shall have become effective, and On or prior to the Closing Date the Placement Agent shall have received notice thereof; no Stop Order suspending been furnished such information, documents, certificates, and opinions as it may reasonably require for the effectiveness purpose of enabling it to review the matters referred to in Section 6, and in order to evidence the accuracy, completeness, or satisfaction of any of the Registration Statement shall have been issued and no proceeding for that or any similar purpose shall have been initiated or threatened by the SECrepresentations, the NASDwarranties, the NFAcovenants, agreements, or the CFTC; and all requests for additional information on the part of the SECconditions herein contained, the NASDor as it may otherwise reasonably request. Placement Agency Agreement ▇▇▇▇▇▇ Associates, the NFA and the CFTCL.P. September 17, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefrom.2014 (b) The occurrence of At the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer President and of the chief financial officer Chief Financial Officer of the Managing OwnerCompany, dated as of the Initial Closing, Closing Date to the effect that that, as of the date of this Agreement and as of the Initial Closing, Closing Date the representations and warranties of the Managing Owner Company contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, Closing Date the obligations to be performed by the Managing Owner and the Trust Company hereunder on or prior thereto have been fully performed. Notwithstanding the foregoing, except as disclosed therein; andthe Company hereby represents and warrants that at the Closing, the representations and warranties contained herein shall be true and correct in all respects. (iic) The All proceedings taken in connection with the issuance, sale sale, and delivery of the Units shall have been made in a manner reasonably be satisfactory in form and substance to the Placement Agent ▇▇▇▇▇▇ and its ▇▇▇▇▇▇’ counsel. (d) There shall not have occurred after the date hereof, at any time prior to each Closing: (A) any domestic or international event, act, or occurrence which has materially disrupted, or in ▇▇▇▇▇▇’ opinion will in the immediate future materially disrupt the securities markets; (B) a general suspension of, or a general limitation on prices for, trading in securities on any national securities exchange or the over-the-counter market; (C) any banking moratorium declared by a state or federal authority; (D) any material interruption in the mail service or other means of communication within the United States; or (E) any change in the market for securities in general or in political, financial, or economic conditions which, in ▇▇▇▇▇▇’ judgment, makes it inadvisable to proceed with the offering, sale, and delivery of the Units. Any certificate or other document signed by any officer of the Company and delivered to ▇▇▇▇▇▇ or to ▇▇▇▇▇▇’ counsel at the Closing shall be deemed a representation and warranty by the Company hereunder as to the statements made therein. If any condition to ▇▇▇▇▇▇ obligations hereunder has not been fulfilled as and when required to be so fulfilled, ▇▇▇▇▇▇ may terminate this Agreement or, if ▇▇▇▇▇▇ so elects, in writing waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event that ▇▇▇▇▇▇ elects to terminate this Agreement, ▇▇▇▇▇▇ shall notify the Company of such election in writing. Upon such termination, neither party shall have any further liability or obligation to the other except as provided in Section 11 hereof.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent hereunder to undertake the placement of Units as provided herein shall be affect a Closing are subject (unless waived by the Placement Agent) to the continuing accuracy fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by the Company shall be true and correct on each Closing Date. (b) The Company shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed hereunder, and complied with by it at or before the Closing. (c) The Subscription Documents do not, and as of the Managing Ownerdate of any amendment or supplement thereto will not, the Trust and the Funds contained herein, include any untrue statement of a material fact relating to the performance by the Managing OwnerCompany or affiliated persons (including officers, the Trust directors, employees and the Funds of their respective obligations hereunder and subsidiaries) or omit to state any material fact relating to the following conditions:Company or affiliated persons (including officers, directors, employees and subsidiaries) necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (id) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order No order suspending the effectiveness use of the Registration Statement Subscription Documents or enjoining the Offering or sale of the Bridge Notes shall have been issued issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated or threatened pending, or, to the best of the Company’s knowledge, be contemplated or threatened. (e) No holder of any of the Bridge Notes from the Offering will be subject to personal liability solely by reason of being such a holder, and except as described in the SECSubscription Documents or the Company’s SEC Filings, none of the NASDBridge Notes, the NFARepayment Shares, Placement Agent Warrants, or the CFTC; and all requests for additional information on the part Placement Agent Warrant Shares will be subject to preemptive or similar rights of any stockholder or security holder of the SECCompany, or an adjustment under the NASDantidilution or exercise rights of any holders of any outstanding shares of capital stock, membership units, options, warrants or other rights to acquire any securities of the NFA and the CFTC, Company. (f) There shall have been complied with to no material adverse change nor development involving a prospective change in the reasonable satisfaction financial condition, operations or projects of the Placement Agent and its counsel; and (ii) The NASDCompany, upon review except where such change would not have a Company Material Adverse Effect on the business activities, financial or otherwise, results of operations or prospects of the terms of the OfferingCompany, shall not have objected to the Placement Agent’s participation taken individually or in the Offering or its compensation therefromaggregate. (bg) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial ClosingIf requested, the Placement Agent shall have received a certificate of the chief an executive officer and of the chief financial officer of the Managing OwnerCompany, dated the Initial Closing, to the effect that as of the Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c), (d), (e) and (f) above. (h) The Company shall have delivered to the Placement Agent: (i) a good standing certificate dated as of a date within 10 days prior to the date of the First Closing from the secretary of state of its jurisdiction of incorporation and (ii) resolutions of the Company’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, and the Subscription Documents, all as certified by an executive officer of the Company. (i) At each Closing, the Company shall have paid to the Placement Agent the Placement Agent Cash Fee in respect of all Bridge Notes sold at such Closing and (ii) paid all fees, costs and expenses as set forth in Section 5 hereof. (j) There shall have been delivered to the Placement Agent a signed opinion of counsel to the Company dated as of the Initial Closinginitial Closing date. (k) All proceedings taken at or prior to the Closing in connection with the authorization, the representations issuance and warranties sale of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to Bridge Notes will be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (l) The Company agrees and understands that this Agreement in no way constitutes a guarantee that the Offering will be successful. The Company acknowledges that the Company is ultimately responsible for the successful completion of a transaction.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be Agents hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Managing Owner, the Trust Company and the Funds contained herein, to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to each of the following additional terms and conditions: (ia) You shall have received opinions of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.A. substantially as set forth in Exhibits C-1, C-2 and C-3 and opinions of IBB Solicitors and Ernst & Young Société d’Avocats in forms reasonably satisfactory to the Placement Agents; (b) You shall have received from McGladrey & ▇▇▇▇▇▇, LLP and Deloitte & Touche LLP letters dated, respectively, the date of this Agreement prior to the first sale of Shares to an Investor and the Closing Date, and addressed to the Placement Agents, in the forms reasonably approved by the Placement Agents and their counsel, which letters shall each contain confirming statements and information of the type ordinarily included in accountants’ comfort letters to Placement Agents with respect to the financial statements and certain financial information contained in the Time of Sale Information; (c) You shall have received the opinion of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, substantially as set forth in Exhibit D hereto; (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which you shall have objected in writing, which objection shall not be unreasonable; (e) The Registration Statement and any registration statement required to be filed, prior to the sale of the Shares, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective, and effective under the Placement Agent Act. The Final Prospectus Supplement shall have received notice thereof; been filed with the Commission pursuant to Rule 424(b) under the Act at or before 5:30 P.M., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act); (f) Prior to the Time of Sale, (i) no Stop Order suspending stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and no proceeding for that all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) neither the Prospectus nor the Time of Sale Information, or any similar purpose amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; (g) The Company will, on the Closing Date, deliver to the Placement Agents a certificate of its Chief Executive Officer and its Chief Financial Officer in the form attached as Exhibit E-1 hereto and a certificate of its Secretary in the form attached as Exhibit E-2 hereto; (h) The Company shall, on the Closing Date, deliver to the Placement Agents a certificate of its Chief Financial Officer regarding certain statistical data and other information contained in the Registration Statement, Prospectus and Time of Sale Information, in a form reasonably satisfactory to the Placement Agents; (i) Each person identified on Exhibit B-1 shall have been initiated entered into Lock-Up Agreements substantially in the form attached as Exhibit B hereto on or threatened by prior to the SECdate hereof, the NASD, the NFAand each such Lock-Up Agreement, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTCa copy thereof, shall have been complied delivered to you and shall be in full force and effect at the Time of Sale; (j) The Company shall have entered into Subscription Agreements with each of the Investors and such agreements shall be in full force and effect; (k) The Company shall have entered into the Escrow Agreement and such agreement shall be in full force and effect; (l) The Company shall have prepared and filed with the Commission a Current Report on Form 8-K including as an exhibit thereto this Agreement; (m) The Company shall have furnished to the reasonable satisfaction Placement Agent such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, the Prospectus or the Time of Sale Information as you may reasonably request; (n) The Shares shall have been listed and authorized for trading on the Nasdaq, and satisfactory evidence of such actions shall have been provided to the Placement Agents, which shall include verbal confirmations from a member of the Nasdaq staff; (o) Subsequent to the execution and delivery of this Agreement, there shall not have occurred a Material Adverse Effect; (p) Subsequent to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the Nasdaq Stock Market or the American Stock Exchange or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or minimum or maximum prices or maximum ranges for prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) (A) the ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall have become engaged in hostilities, or the subject of an act of terrorism, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or (B) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it with respect to either (A) or (B), in the sole judgment of the Placement Agent and its counselAgents, impracticable or inadvisable to proceed with the sale or delivery of the Shares; and (iiq) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefrom. (b) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent No action shall have received a certificate of the chief executive officer been taken and of the chief financial officer of the Managing Ownerno statute, dated the Initial Closingrule, to the effect that regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the date Closing Date, prevent the issuance or sale of this Agreement the Shares; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Initial Closing, Closing Date which would prevent the representations and warranties issuance or sale of the Managing Owner contained herein were Shares. All opinions, letters, evidence and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations certificates mentioned above or elsewhere in this Agreement shall be deemed to be performed by in compliance with the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Placement Agent and its counselAgents.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake agree to release money from the placement of Units as provided herein shall be Escrow Account at a Closing are subject (unless waived by the Placement Agent) to the continuing accuracy fulfillment, at or before the Closing, of the following additional conditions: (a) Each of the representations and warranties of Company in this Agreement shall be true and correct in all material respects, other than representations and warranties that contain materiality or knowledge standards or qualifications (which representations and warranties shall be true and correct in all respects) on the Managing Owner, date hereof and on and as of the Trust Closing Date as though made on and as of the Funds contained herein, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following conditions:Closing Date. (ib) The Registration Statement Company shall have become effectiveperformed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by Company under the Offering Documents at or before the Closing. (c) Company shall have taken all corporate action necessary to properly approve the exercise price and terms of the agent’s warrants to purchase Common Stock issued or to be issued to the Placement Agent shall have received notice thereof; no Stop Order and Brookline under this Agreement, the Original PAA and the Brookline PAA. (d) No order suspending the effectiveness use of the Registration Statement Memorandum or enjoining the offering or sale of the Securities shall have been issued issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated and pending, or, to Company’s knowledge, are contemplated or threatened by the SEC, the NASD, the NFA, or the CFTC; and all requests for additional information on the part threatened. (e) The Chief Executive Officer of the SEC, the NASD, the NFA and the CFTC, Company shall have been complied with duly executed and delivered a certificate to the reasonable satisfaction of the Placement Agent certifying on behalf of Company that: (i) there have been no undisclosed material and its counsel; and adverse changes in the business condition (financial or otherwise) of Company from the date of the latest financial statements included in the SEC Reports and (ii) The NASDthe conditions set forth in subparagraphs (a), upon review of the terms of the Offering(b), shall not (c), (d) and (h) in this Section 7 have objected to the Placement Agent’s participation in the Offering or its compensation therefrombeen fulfilled. (bf) The occurrence Company shall have paid all fees, costs and expenses due pursuant to this Agreement, including, without limitation, those set forth in Sections 4 and 6(f) of this Agreement. (g) All proceedings taken at or prior to the Closing in connection with the authorization, issuance and sale of the Initial Closing shall Securities will be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing Owner, dated the Initial Closing, to the effect that as of the date of this Agreement and as of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as they may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (h) All shares of Common Stock of Company which may be issued at or following the Closing upon exercise of any warrants sold in the Offering and the Agent’s Warrants will be, upon issuance, validly issued and fully-paid and non-assessable. (i) The Placement Agent shall have completed, to the Placement Agent’s reasonable satisfaction, its due diligence review of Company and Company shall have fulfilled such other conditions and requirements as the Placement Agent may, in its sole discretion, reasonably request from time to time.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy fulfillment, at or before each Closing, of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following additional conditions: (ia) Each of the representations, warranties and covenants of the Company shall be true and correct when made on the date hereof and on and as of each Closing Date as though made on and as of each Closing Date. (b) The Registration Statement Company shall have become effectiveperformed and complied with all agreements, covenants and conditions required to be performed and complied with by it under the Placement Agent shall have received notice thereof; no Stop Order Transaction Documents at or before each Closing. (c) No order suspending the effectiveness use of the Registration Statement Memorandum or enjoining the offering or sale of the Shares shall have been issued issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated or threatened by pending, or, to the SEC, the NASD, the NFA, or the CFTC; and all requests for additional information on the part best of the SECCompany’s knowledge, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering are contemplated or its compensation therefromthreatened. (b) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (id) As of the Initial First Closing, the Company will have the authorized capitalization as described in the SEC filings. (e) The Placement Agent shall have received a certificate of the chief executive officer and Chief Executive Officer of the chief financial officer Company, dated as of each Closing Date, certifying, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the Managing Ownerconditions set forth in paragraphs (a), (b), (c) and (d) above. (f) The Company shall have delivered to the Placement Agent: (i) a currently dated good standing certificate from the Initial Secretary of State of Delaware and each jurisdiction in which the Company is qualified to do business as a foreign corporation and (ii) at the First Closing, certified resolutions of the Company’s Board of Directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement and the other Transaction Documents. (g) At each Closing, the Chief Executive Officer of the Company shall have provided a certificate to the effect Placement Agent confirming that there have been no material adverse changes in the condition (financial or otherwise) or prospects of the Company from the date of the financial statements included in the Memorandum, the absence of undisclosed known material liabilities (other than liabilities arising in the ordinary course of business subsequent to the date of the most recent balance sheet included in the Memorandum) and such other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably request. (h) At each Closing, the Company shall pay and deliver to the Placement Agent the Placement Agent’s Fee and the Agent’s Expenses, each calculated in accordance with Sections 3(d) and 3(f) hereof, respectively. (i) At the First Closing, the Company and the Placement Agent shall have entered into the Placement Agent Warrant Agreement. At each Closing the Company shall have delivered to the Placement Agent and/or its designees, the appropriate number of Agent’s Warrants, calculated in accordance with Section 3(e) hereof. (j) At the First Closing and each Closing thereafter, (i) the Company and each Subscriber, as of the date of this thereof, shall have entered into a Subscription Agreement and (ii) the Company, the Investors as of the Initial Closing, date thereof and the representations and warranties Placement Agent shall have entered into the Registration Rights Agreement. (this was redundant of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; andfirst sentence) (iik) The issuance, sale and delivery of Units There shall have been made delivered to the Placement Agent a signed opinion of counsel to the Company (“Company Counsel”), dated as of each Closing Date, in form and substance reasonably satisfactory to counsel to the Placement Agent, including a manner 10b-5 opinion relating to the Memorandum, in the form and substance as Company Counsel shall have customarily delivered in transactions of this nature to the Placement Agent. (l) All proceedings taken at or prior to each Closing in connection with the authorization, issuance and sale of the Shares and the Agent’s Securities will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent pursuant to undertake the placement of Units as provided herein this Agreement shall be subject (unless waived by the Placement Agent) subject, in its discretion, to the continuing accuracy in all material respects of the representations and warranties of the Managing OwnerCompany and PubCo contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the Trust date hereof and the Funds contained hereinas of each Closing Date, with respect to the performance in all material respects by each of the Managing Owner, the Trust Company and the Funds PubCo of their respective obligations hereunder hereunder, and to the following conditions: (ia) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that or any similar purpose shall have been initiated or threatened by the SEC, the NASD, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefrom. (b) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through At the Initial Closing and to the following conditions: (i) As of the Initial each additional Closing, the Placement Agent shall have received the favorable opinion ( or a certificate bringdown opinion for subsequent closings) of ▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, counsel (which may rely upon other counsel for certain matters or an opinion of local counsel may be delivered in lieu thereof) for the Company and PubCo, dated each Closing Date, addressed to the Placement Agent, and in form and scope reasonably satisfactory to counsel for the Placement Agent, substantially to the effect that: (i) Each of the Company and PubCo is a corporation validly existing, and in good standing under the laws of the State of its incorporation, with the requisite corporate power to own and operate its properties and assets, and to carry on its business as described in the Offering Documents.; (ii) Each of the Company and PubCo has all requisite corporate power and authority to execute, deliver, and perform this Agreement, and to consummate the transactions contemplated hereby. All necessary corporate proceedings of the Company and PubCo have been taken to authorize the execution, delivery, and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered by the Company and PubCo, is the legal, valid, and binding obligation of the Company and PubCo, and is enforceable against the Company and PubCo in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application now or hereafter in effect relating to or affecting the enforcement of creditors' right generally and the application of general equitable principles in any action, legal or equitable and then except, as to those provisions relating to indemnity or contribution, such opinion shall be limited as effected by any Federal or state securities laws regarding indemnity and/or contribution; (iii) upon receipt of payment therefore in accordance with the Offering Documents, the Securities shall be validly authorized, validly issued, fully paid, and nonassessable; (iv) assuming that (i) the Offering was made in the manner and by the means contemplated by the Offering Documents and the Units were sold only to accredited investors, (ii) a proper Form D is filed in accordance with Rule 503 of Regulation D, (iii) that the offer and sale of the Securities by the Placement Agent was made in accordance with Regulation D and the Offering Documents including, but not limited to, only accredited investors in compliance with Rule 506 of Regulation D without any advertising and/or general solicitation, (iv) the Placement Agent’s representations, warranties and covenants set forth herein are true and correct, (v) the Company’s representations, warranties and covenants set forth herein are true and correct, and (vi) the representations of the Prospective Investors in the Subscription Agreements and Investors Questionnaire signed by them are true and correct (which facts will not be independently verified by such counsel), the sale of Securities in the Offering is exempt from registration under the Act. (v) the merger between PubCo, a wholly-owned subsidiary o PubCo and the Company has been duly authorized by each of the Company and PubCo and has been consummated in accordance with its terms and in accordance with the laws of the States of their respective incorporation. In rendering such opinion, counsel for the Company may (A) base such opinions on such assumptions, qualifications, limitations and conditions as required by the opinion committee of such counsel, (B) rely as to matters of fact, on certificates of responsible officers of the Company; (C) to the extent they deem proper, upon written statements or certificates of officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to counsel for the Placement Agent; and (D) rely upon such other opinions of other counsel to the Company as it deems necessary. (b) On or prior to the Initial Closing the Placement Agent shall have been furnished such information, documents, certificates, and opinions as it may reasonably require for the purpose of enabling it to review the matters referred to in Section 6, and in order to evidence the accuracy, completeness, or satisfaction of any of the representations, warranties, covenants, agreements, or conditions herein contained, or as it may otherwise reasonably request. (c) At the Initial Closing and at each additional Closing, the Placement Agent shall have received one or more certificates of the chief executive officer and of the chief financial officer of the Managing OwnerCompany, dated the Initial Closing, applicable Closing Date to the effect that that, as of the date of this Agreement and as of the Initial Closing, applicable Closing Date the representations and warranties of the Managing Owner Company contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, Closing Date the obligations to be performed by the Managing Owner and the Trust Company hereunder on or prior thereto have been fully performed. In addition, except the parties shall deliver such other certificates or closing documents as disclosed therein; andare customarily used by the Placement Agent in offerings of this nature. (iid) The All proceedings taken in connection with the issuance, sale sale, and delivery of Units the Securities shall have been made in a manner reasonably be satisfactory in form and substance to First Montauk and First Montauk’s counsel. (e) Concurrently with the Initial Closing, PubCo and the Placement Agent shall enter into the Assignment and its counselAssumption Agreement substantially in the form of Exhibit A (f) Any certificate or other document signed by any officer of the Company and/or PubCo and delivered to First Montauk or to First Montauk counsel at a Closing shall be deemed a representation and warranty by the Company and/or PubCo hereunder as to the statements made therein.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent pursuant to undertake the placement of Units as provided herein this Agreement shall be subject (unless waived by the Placement Agent) subject, at its option, to the continuing accuracy of the representations and warranties of the Managing OwnerCompany contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the Trust date hereof and as of each Closing Date of the Funds contained hereinBridge Offering and Offering, with respect to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (ia) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that or any similar purpose shall have been initiated or threatened by the SEC, the NASD, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefrom. (b) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial At each Closing, the Placement Agent shall have received a certificate the favorable opinion of Hall, Estill, Hardwick, Gable, Golden & Nels▇▇, legal counsel for the chief executive officer and of the chief financial officer of the Managing OwnerCompany, dated each Closing Date, addressed to the Initial ClosingPlacement Agent, and in form and substance satisfactory to legal counsel for the Placement Agent to the effect that that: (i) the Company and each of its subsidiary corporations are duly organized, validly existing, and in good standing under the laws of the respective states of incorporation, with full corporate power and authority to own, lease, license, and use its properties and assets and to conduct its business in the manner described in the Bridge Disclosure Statement and Disclosure Statement and is (ii) the Company has, as of the date hereof, an authorized capitalization as set forth in the Bridge Disclosure Statement and Disclosure Statement. Each issued and outstanding share of this Agreement Common Stock and as Preferred Stock is duly authorized, validly issued, fully paid, and nonassessable, with no personal liability attaching to the ownership thereof solely by being such a holder and has not been issued and is not owned or held in violation of any preemptive right of stockholders. To Counsel's knowledge there is no commitment, plan, or arrangement to issue, and no outstanding option, warrant, security, or other right calling for the issuance of, any share of capital stock of the Initial ClosingCompany or any security or other instrument which by its terms is convertible into, the representations and warranties exercisable for, or exchangeable for capital stock of the Managing Owner contained herein were and are accurateCompany, except as disclosed thereinmay be properly described in the Bridge Disclosure Statement, and that as the Disclosure Statement or in this Agreement. To Counsel's knowledge there is outstanding no security or other instrument which by its terms is convertible into or exchangeable for capital stock of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performedCompany, except as disclosed therein; andmay be properly described in the Bridge Disclosure Statement and Disclosure Statement or in a schedule hereto; (iiiii) The issuanceTo Counsel's knowledge there is no litigation, sale arbitration, claim, governmental or other proceeding (formal or informal), or investigation pending or threatened with respect to the Company or any of its operations, businesses, properties, or assets except as may (iv) counsel has not received written or oral notice that the Company is in violation or breach of, or in default with respect to, complying with any provision of any contract, agreement, instrument, lease, license, permit, law, regulation, arrangement, or understanding; (v) the Company has all requisite corporate power and delivery authority to execute, deliver, and perform this Agreement, and to consummate the transactions contemplated hereby. All necessary corporate proceedings of Units shall the Company have been made taken to authorize the execution, delivery, and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered by the Company, is the legal, valid, and binding obligation of the Company, and is enforceable against the Company in a manner reasonably satisfactory accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application now or hereafter in form effect relating to or affecting the enforcement of creditors' right generally and substance the application of general equitable principles in any action, legal or equitable and then except, as to those provisions relating to indemnity or contribution, such opinion shall be limited as effected by any Federal or state securities laws regarding indemnity and/or contribution; (vi) the Placement Agent Bridge Units and its counsel.Units conform to all statements relating thereto contained in the Bridge Disclosure Statement and Disclosure Statement. The Bridge Units and Units and the securities contained therein, are duly authorized, validly issued, fully paid (including all

Conditions of Placement Agent’s Obligations. (a) The respective obligations of the Placement Agent to undertake the placement of Units as provided herein shall be Agents hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy accuracy, when made and on the Applicable Time and on the Closing Date, of the representations and warranties of the Managing Owner, the Trust and the Funds Company contained herein, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to each of the following additional terms and conditions: (iI) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order No stop order suspending the effectiveness of the Registration Statement or any part thereof or the qualification or registration of the Stock under the securities or Blue Sky laws of any jurisdiction or suspending the use of the Base Prospectus, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus or any part thereof shall have been issued be in effect and no proceeding proceedings for that or any similar purpose shall have been initiated or threatened by the SECany securities or other governmental authority (including, without limitation, the NASDCommission), the NFA, or the CFTC; and all requests any request for additional information on the part of the SECstaff of any securities or other governmental authority (including, without limitation, the NASD, the NFA and the CFTC, Commission) shall have been complied with to the reasonable satisfaction of the staff of the Commission or such other authorities and after the date hereof no amendment or supplement to the General Disclosure Package, the Registration Statement or the Prospectus shall have been filed unless a copy thereof was first submitted to the Representative and the Representative did not reasonably object thereto in good faith. (II) The Placement Agent Agents shall not have discovered and its disclosed to the Company on or prior to the Closing Date that any Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of counsel for the Placement Agents, is material or omits to state any fact which, in the opinion of such counsel; and, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of the circumstances in which they were made, not misleading. (III) Since the respective dates as of which information is given in the General Disclosure Package, the Registration Statement and the Prospectus, there shall not have been (i) any change in the capital stock or long-term debt of the Company or any change, or any development involving a prospective change, whether or not arising from transactions in the ordinary course of business, in or affecting the business, general affairs, management, financial position, stockholders’ equity, results of operations or prospects of the Company, taken as a whole, or (ii) The NASDany loss or interference with its business from fire, upon review explosion, storm, flood, act of war, terrorist act or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in or contemplated by the General Disclosure Package, the Registration Statement or the Prospectus, the effect of which, in any such case described in clauses (i) and (ii) above, is, in the judgment of the terms Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Offering, shall not have objected to Stock on the Placement Agent’s participation terms and in the Offering or its compensation therefrommanner contemplated by the Disclosure Package and the Prospectus. (bIV) The occurrence representations and warranties made by the Company herein qualified as to materiality shall be true and correct at all times prior to and on the Closing Date as if made on and as of the Initial Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be subject (unless waived by the Placement Agent) to the continuing accuracy true and correct as of such earlier date; and the representations and warranties made by the Company herein not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date as if made on and as of the Managing OwnerClosing Date, except to the Trust and the Funds contained herein extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and through correct in all material respects as of such earlier date. All covenants and agreements herein contained to be performed on the Initial Closing, part of the Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to the performance by the Managing OwnerClosing Date shall have been duly performed, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions:fulfilled or complied with in all material respects. (iV) As of the Initial Closing, the The Placement Agent Agents shall have received a certificate of from ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, corporate counsel to the chief executive officer Company, such counsel’s written opinion, addressed to the Placement Agents and of the chief financial officer of the Managing Owner, dated the Initial ClosingClosing Date, in form and substance reasonably satisfactory to the Representative. Such counsel shall also have furnished to the Placement Agents a written statement, addressed to the Placement Agents and dated the Closing Date, in form and substance satisfactory to the Representative, to the effect that (x) such counsel has acted as counsel to the Company in connection with the preparation of the Prospectus, and each amendment or supplement thereto made by the Company prior to the Closing Date, (y) based on such counsel’s examination of the Registration Statement, the General Disclosure Package and the Prospectus, and each amendment or supplement thereto made by the Company prior to the Closing Date, and the documents incorporated by reference in the General Disclosure Package or the Prospectus and any further amendment or supplement to any such incorporated document made by the Company prior to the Closing Date, and such counsel’s investigations made in connection with the preparation of the Prospectus, and each amendment or supplement thereto made by the Company prior to the Closing Date, and “conferences with certain officers and employees of and with auditors for and counsel to the Company,” such counsel has no reason to believe that (I) the Registration Statement or any amendment thereto, at the Applicable Time, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto, at the respective date thereof or at the Closing Date, contained or contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the documents included in the General Disclosure Package, all considered together, as of the Applicable Time, contained or contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (II) any document incorporated by reference in the Prospectus or any further amendment or supplement to any such incorporated document made by the Company prior to the Closing Date, when they became effective or were filed with the Commission, as the case may be, in the case of a registration statement which became effective under the Securities Act, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or, in the case of other documents which were filed under the Exchange Act with the Commission, any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; it being understood that such counsel need express no opinion as to the financial statements or other financial data contained in the Registration Statement, the General Disclosure Package, or the Prospectus or an incorporated document. The foregoing statement may be qualified by a statement to the effect that such counsel has not independently verified the accuracy, completeness or fairness of the statements contained in the Registration Statement, the General Disclosure Package or the Prospectus and takes no responsibility therefor except to the extent set forth in the opinion described above. (VI) The Placement Agents shall have received from ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, PC, regulatory counsel to the Company, such counsel’s written opinion, addressed to the Placement Agents and dated the Closing Date, in form and substance reasonably satisfactory to the Representative. (VII) The Placement Agents shall have received from ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, intellectual property counsel to the Company, such counsel’s written opinion, addressed to the Placement Agents and dated the Closing Date, in form and substance reasonably satisfactory to the Representative. (VIII) The Placement Agents shall have received from ▇▇▇▇▇ Raysman ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, such opinion or opinions, dated the Closing Date and addressed to the Placement Agents, covering such matters as are customarily covered in transactions of this type, and the Company shall have furnished to such counsel such documents as it requests for the purpose of enabling it to pass upon such matters. (IX) Concurrently with the execution and delivery of this Agreement, or, if the Company elects to rely on Rule 430A, on the date of the Prospectus, the Accountants shall have furnished to the Placement Agents a letter, dated the date of its delivery (the “Original Letter”), addressed to the Placement Agents and in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters. At the Closing Date, the Accountants shall have furnished to the Placement Agents a letter, dated the date of its delivery, which shall confirm, on the basis of a review in accordance with the procedures set forth in the Original Letter, that nothing has come to their attention during the period from the date of the Original Letter referred to in the prior sentence to a date (specified in the letter) not more than three days prior to the Closing Date which would require any change in the Original Letter if it were required to be dated and delivered at the Closing Date . (X) The Company shall have furnished to the Representative a certificate, addressed to the Placement Agents and dated the Closing Date, of its Chairman of the Board, its President or a Vice President and its chief financial officer stating that (i) such officers have carefully examined the Registration Statement, the General Disclosure Package, any Permitted Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statement and each amendment thereto, at the Applicable Time, as of the date of this Agreement Agreement, and as of the Initial ClosingClosing Date did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the General Disclosure Package, as of the Applicable Time and as of the Closing Date, any Permitted Free Writing Prospectus as of its date and as of the Closing Date, the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the effective date of the Registration Statement, no event has occurred which should have been set forth in a supplement or amendment to the Registration Statement, the General Disclosure Package or the Prospectus, (iii) to the best of their knowledge after reasonable investigation, as of the Closing Date, the representations and warranties of the Managing Owner contained herein were Company in this Agreement are true and are accurate, except as disclosed thereincorrect and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that (iv) there has not been, subsequent to the date of the most recent audited financial statements included or incorporated by reference in the General Disclosure Package, any material adverse change in the financial position or results of operations of the Company, or any change or development that, singularly or in the aggregate, would involve a Material Adverse Effect. (XI) The Stock shall have been approved for inclusion on Nasdaq and listed and admitted and authorized for trading on Nasdaq, subject only to official notice of issuance. Satisfactory evidence of such actions shall have been provided to the Representative. (XII) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the Initial ClosingClosing Date, prevent the issuance or sale of the Stock or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the Stock or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (XIII) The Company shall have prepared and filed with the Commission a Current Report on Form 8-K with respect to the transactions contemplated hereby, including as an exhibit thereto this Placement Agent Agreement and any other documents relating thereto. (XIV) The Company shall have entered into Subscription Agreements with each of the Purchasers and such agreements shall be in full force and effect. (XV) The Representative shall have received copies of the executed Lock-up Agreements executed by each person listed on Schedule B hereto, and such Lock-up Agreements shall be in full force and effect on the Closing Date. (XVI) Prior to the Closing Date, the obligations Company shall have furnished to be performed the Representative such further information, opinions, certificates, letters or documents as the Representative shall have reasonably requested. (XVII) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, or Nasdaq National Market or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established on any such exchange or such market by the Managing Owner and the Trust hereunder on Commission, by such exchange or prior thereto have been fully performedmarket or by any other regulatory body or governmental authority having jurisdiction, except as disclosed therein; and (ii) The issuance, sale and delivery of Units a banking moratorium shall have been made declared by Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall have become engaged in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the sale or delivery of the Stock on the terms and in the manner reasonably satisfactory contemplated in form the General Disclosure Package and substance to the Placement Agent and its counselProspectus. (X

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent Agents hereunder to undertake the placement of Units as provided herein shall be affect a Closing are subject (unless waived by the Placement Agent) to the continuing accuracy fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by the Company shall be true and correct on each Closing Date. (b) The Company shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed, and complied with by it at or before the Closing. (c) The Subscription Documents and the SEC Filings taken as a whole do not, and as of the Managing Ownerdate of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the Trust and statements therein, in light of the Funds contained hereincircumstances under which they were made, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following conditions:not misleading. (id) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order No order suspending the effectiveness use of the Registration Statement Subscription Documents or enjoining the Offering or sale of the Units shall have been issued issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated or threatened by pending, or, to the SEC, the NASD, the NFA, or the CFTC; and all requests for additional information on the part best of the SECCompany’s knowledge, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering be contemplated or its compensation therefromthreatened. (be) No holder of any of the Units from the Offering will be subject to personal liability solely by reason of being such a holder, and except as described in the Subscription Documents, none of the Notes, Warrants, Broker Warrants, Conversion Shares and Warrant Shares will be subject to preemptive or similar rights of any stockholder or security holder of the Company, or an adjustment under any antidilution or exercise rights of any holders of any outstanding shares of capital stock, membership units, options, warrants or other rights to acquire any securities of the Company. (f) Since the date of the latest balance sheet included in the financial statements contained within the SEC Filings, except as specifically disclosed herein, in the Subscription Agreement or in SEC Filings, there have been no events, occurrences or developments that have had or would reasonably be expected to have a Company Material Adverse Effect. (g) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent Agents shall have received a certificate of the chief executive officer and Chief Executive Officer of the chief financial officer Company, dated as of each Closing Date, certifying, as to the fulfillment of the Managing Ownerconditions set forth in subparagraphs (a), (b), (c), (d), (e) and (f) above. (h) The Company shall have delivered to the Placement Agents: (i) a good standing certificate dated as of a date within 10 days prior to the Initial date of the First Closing from the secretary of state of its jurisdiction of incorporation and (ii) resolutions of the Company’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, and the Subscription Documents, all as certified by the Chief Executive Officer of the Company. (i) At each Closing, the Company shall have (i) paid to the effect that Placement Agents the Compensation as set forth in Section 3 above in respect of all Units sold at such Closing, (ii) executed and delivered the Broker Warrants in respect of all Units sold at such Closing as per the instructions of the respective Placement Agents and (iii) paid all fees, costs and expenses as set forth in Section 5 hereof. (j) There shall have been delivered to the Placement Agents a signed opinion of counsel to the Company dated as of the date of this Agreement first Closing Date, acceptable to the Placement Agents and as their counsels. (k) All proceedings taken at or prior to the Closing in connection with the authorization, issuance and sale of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner Notes and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner Warrants will be reasonably satisfactory in form and substance to the Placement Agent Agents and its counseltheir counsels, and such counsels shall have been furnished with all such documents, certificates and opinions as they may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (l) If in connection with the Offering, the Placement Agents determine that they or the Company would be required to make a filing with the FINRA to enable the Placement Agents to act as agent in the Offering, the Company will do the following: The Company will cooperate with the Placement Agents with respect to all FINRA filings that the Company or the Placement Agents may be required to make, provide all information and documentation reasonably necessary to make the filings in a timely manner, and pay any FINRA filing fees. (m) The Company agrees and understands that this Agreement in no way constitutes a guarantee that the Offering will be successful. The Company acknowledges that the Company is ultimately responsible for the successful completion of a transaction.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent hereunder to undertake the placement of Units as provided herein shall be affect a Closing are subject (unless waived by the Placement Agent) to the continuing accuracy fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by the Company (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date except for any untrue or incorrect representation and warranty that, individually or in the aggregate, does not have a Company Material Adverse Effect. (b) The Company shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed, and complied with by it at or before the Closing. (c) The Subscription Documents do not, and as of the Managing Ownerdate of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the Trust and statements therein, in light of the Funds contained hereincircumstances under which they were made, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder and to the following conditions:not misleading. (id) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order No order suspending the effectiveness use of the Registration Statement Subscription Documents or enjoining the Offering or sale of the Units shall have been issued issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated or threatened by pending, or, to the SEC, the NASD, the NFA, or the CFTC; and all requests for additional information on the part best of the SECCompany’s knowledge, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering be contemplated or its compensation therefromthreatened. (be) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer and Chief Executive Officer of the chief financial officer of the Managing OwnerCompany, dated the Initial Closing, to the effect that as of the Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (f) The Company shall have delivered to the Placement Agent: (i) a good standing certificate dated as of a date within 10 days prior to the Closing Date from the secretary of state of its jurisdiction of incorporation and (ii) resolutions of the Company’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, and the Subscription Documents, all as certified by the Chief Executive Officer of the Initial Company. (g) At each Closing, the representations Company shall pay and/or issue to the Placement Agent the Brokers’ Fees earned in such Closing. (h) All proceedings taken at or prior to the Closing in connection with the authorization, issuance and warranties sale of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to Units will be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake cause the placement of Units the Debentures, as provided herein herein, shall be subject (unless waived by the Placement Agent) subject, in its reasonable discretion, to the continuing accuracy of the representations and warranties of the Managing OwnerCompany contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the Trust date hereof and the Funds contained herein, as of each Closing Date to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (ia) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness favorable opinion of Kutak, Rock LLP, counsel for the Company (which opinion may be given in reliance, in part, upon the written opinion of the Company's corporate counsel), dated the date of each Closing Date, addressed to the Placement Agent, with such number of reproduced copies or signed counterparts thereof for the Placement Agent as shall be satisfactory to the Placement Agent, to the effect that: (i) The Company and each of its subsidiaries listed in the Prospectus has been duly incorporated and, on the Effective date, is a validly existing corporation in good standing under the laws of its State of organization. The Company has authorized and issued capital stock as set forth in the Registration Statement, and the shares of the Company shown in the Registration Statement shall to be issued and outstanding have been duly and validly issued and no proceeding for that or any similar purpose shall have been initiated or threatened by the SEC, the NASD, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; andare outstanding; (ii) The NASDCompany and each of its subsidiaries listed in the Prospectus is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration and qualification, upon review except where the failure so to register and qualify does not have material adverse effect on the financial condition of the terms Company. (iii) The Debentures conform in all material respects to the description of the OfferingDebentures contained in the Registration Statement and the Prospectus, subject to the qualifications set forth in those documents, and the holders of the Debentures shall not have objected be entitled to the rights and preferences set forth in the certificates for the Debentures and the Indenture; (iv) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, subject to the Placement Agent’s participation Agent obtaining the approval of the National Association of Securities Dealers, Inc. to the compensation and other arrangements set forth therein, except to the extent that the rights to indemnification thereunder may be limited by federal or state securities laws and policies embodied therein, or to the extent that such obligations are subject to or affected or limited by: (a) applicable liquidation, conservatorship, bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws affecting creditors' rights or in the Offering or its compensation therefrom.collection of debtors obligations generally from time to time in effect or (b) The occurrence general principles of equity (whether enforceability is considered in a proceeding in equity or at law), including the qualification that the availability of the Initial Closing shall be remedy of specific performance or injunctive relief or other equitable remedies is subject (unless waived by the Placement Agent) to the continuing accuracy discretion of the representations court before which any such preceding therefor may be brought and warranties including standards of the Managing Ownergood faith, the Trust fair dealing and the Funds contained herein as of and through the Initial Closing, reasonableness that may be applied by a court to the performance by the Managing Owner, the Trust exercise or certain rights and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing Owner, dated the Initial Closing, to the effect that as of the date of this Agreement and as of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory in form and substance to the Placement Agent and its counsel.remedies;

Conditions of Placement Agent’s Obligations. (a) The Your obligations of the Placement Agent to undertake the placement of Units as provided herein shall be subject (unless waived by the Placement Agent) in your reasonable discretion to the continuing accuracy of the representations and warranties of the Managing Owner, Company herein contained as of the Trust date hereof and as of the Funds contained hereinClosing Date, to the performance by the Managing Owner, the Trust and the Funds Company of their respective its obligations hereunder and the following additional conditions: (a) It is agreed between the Company and you that all documents and other information relating to the following conditionsCompany's affairs will be made available upon request to you and your counsel at your office or at the office of your counsel and copies of any such documents will be furnished upon request to you or your counsel. Included within the documents which must be made available as soon as possible are the following: The Company's Certificate of Incorporation and By-laws and all amendments thereto, minutes of all meetings of the Company's incorporators, stockholders and directors, all financial statements and correct copies of any and all material contracts, leases and agreements to which the Company is a party and all reports and filings made by the Company with the Securities and Exchange Commission within the prior three years. (b) You have not notified the Company that the Memorandum or any amendment or supplement thereto contains an untrue statement of a fact which in the opinion of your counsel is material, or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) At the time of the execution of this agreement and at the Closing Date, counsel for the Company, shall have furnished to you their written opinion, addressed to you and dated as of the date it is required to be delivered, in form and substance satisfactory to you, with photostats or signed counterparts thereof for each of the soliciting dealers, to the effect that: (i) The Registration Statement shall have become effective, Company has been duly incorporated and is validly existing as a corporation in good standing under the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness laws of the Registration Statement shall have been issued State of Delaware and no proceeding for that or any similar purpose shall have been initiated or threatened by has full corporate power and authority to own and lease its properties and conduct its business, as described in the SECMemorandum; and, the NASD, Company is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the NFA, conduct of its business or its ownership or leasing of property requires it to be qualified where the CFTC; and all requests for additional information failure to be so qualified would cause a material adverse effect on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counselCompany; and (ii) The NASDShares of Common Stock to be sold by the Company hereunder, upon review at the time of delivery to the Placement Agent pursuant to Section 3 hereof, will be duly and validly authorized and issued, fully paid and nonassessable and will conform in all material respects to the description thereof contained in the Memorandum; other than as described in the Memorandum there are presently no preemptive or other rights to subscribe for or to purchase shares of Common Stock pursuant to the Certificate of Incorporation or the law of the State of Delaware, and none of the Shares of Common Stock being sold hereunder by the Company will be issued in violation of any such preemptive rights of any stockholder of the Company; and all corporate action required to be taken for the authorization, issue and sale of the Shares of Common Stock has been validly taken; and (iii) This agreement has been duly and validly authorized, executed and delivered by the Company and constitutes the valid and legally binding obligation of the Company except insofar as indemnification of the Placement Agent may be limited under applicable securities laws and decisions thereunder. (iv) The execution and delivery of and compliance with this agreement by the Company, the consummation of the transactions herein contemplated and the compliance with the terms hereof will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust or other material agreement or instrument known to such counsel to which the Company is a party or by which it is bound or to which its property is subject, or under its Certificate of Incorporation or Bylaws. No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the Offeringtransactions by the Company contemplated by this agreement, except such as have been obtained under the Act and the Rules and Regulations and such as may be required under state securities laws in connection with the purchase and distribution of the Shares by the Placement Agent. (v) The statements in the Memorandum under the caption "Description of Capital Stock" insofar as they are, or refer to, descriptions of documents or statements of law or legal conclusions, have been reviewed by them and are correct in all material respects. (vi) Such counsel does not know of any legal or governmental proceedings required to be described in the Memorandum which are not described as required, or of any contracts (other than this agreement, as to which such counsel need express no opinion) or documents of a character required to be described in the Memorandum which are not described as required. Such counsel shall confirm that, in connection with the preparation of the Memorandum, such counsel has participated in telephone conferences with officers of the Company at which conferences the contents of the Memorandum were discussed and (without taking further action to verify independently the statements made in the Memorandum, and without assuming responsibility for the accuracy or completeness of such statements, except as provided in paragraph (v) above) nothing has come to such counsel's attention that would lead such counsel to believe that either the Memorandum (except for the financial statements and other financial data included therein, as to which such counsel need express no opinion) contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statement therein not have objected misleading, provided, however, that we make no statement herein whatsoever as to any of the financial statements or notes contained therein or omitted therefrom or other financial, numerical, statistical or accounting data included therein or omitted therefrom. In giving such opinion, such counsel may rely as to matters of fact upon statements and certifications of officers of the Company and of other appropriate persons and may rely as to matters of law, other than the law of the United States, upon an opinion or opinions of local counsel acceptable to the Placement Agent’s participation , provided that any such opinion or opinions are referred to in the Offering or its compensation therefromsaid opinion and that said counsel shall state that they believe that you and they are justified in relying thereon. (be) The occurrence At and as of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust date hereof and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial ClosingDate, the Placement Agent shall have received a certificate certificate, dated as of the date hereof and the Closing Date, signed by the chief executive officer and of the chief principal financial officer of the Managing OwnerCompany, dated the Initial Closingin form and substance satisfactory to you, to the stating in effect that except as of may be reflected in or contemplated by the date of this Agreement and as of the Initial Closing, Memorandum (i) the representations and warranties of the Managing Owner contained herein were Company in this agreement are true and are accurate, except as disclosed therein, and that correct as of the Initial Closingdate hereof and the Closing Date, and the obligations Company has complied with all of the material agreements and satisfied all the material conditions on its part to be performed by or satisfied at or prior to the Managing Owner date hereof and the Trust hereunder on or prior thereto have been fully performed, except as disclosed thereinClosing Date; and (ii) The issuancesince the respective dates as of which information is given in the Memorandum, there has not been any material adverse change in the condition or in the business of the Company considered as a whole; (iii) since such dates there has not been any material transaction entered into by the Company other than transactions in the ordinary course of business; and (iv) such other matters as the Placement Agent or counsel for the Placement Agent may reasonably request. (f) Before the Closing Date, Michael G. Quinn, Esquire, counsel for the Placement Ag▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇een furnished with such opinions and copies of such documents as he may reasonably require for the purpose of enabling him to pass upon the issuance and sale of the Shares as herein contemplated and delivery related proceedings, or in order to evidence the accuracy or completeness of Units any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as herein contemplated and all opinions and certificates mentioned above or elsewhere in this agreement shall have been made in a manner reasonably be satisfactory in form and substance to the Placement Agent and its counselsaid counsel for the Placement Agent. (g) Except as contemplated in the Memorandum, subsequent to the respective dates as of which information is given in the Memorandum, there shall not have been any material change in the capital stock or long-term debt of the Company or any adverse change, or any development specifically related to the business of the Company involving a prospective material adverse change, in the condition (financial or other), net worth or results of operations of the Company which, in the judgment of the Placement Agent, makes it impractical or inadvisable to offer or deliver the Shares on the terms and in the manner contemplated in the Memorandum. (h) There shall have been furnished or caused to be furnished to the Placement Agent such further certificates and documents as the Placement Agent may have reasonably requested. If any of the conditions specified in this Section 5 shall not have been fulfilled, this agreement may be terminated by the Placement Agent upon notice to the Company or such conditions may be waived, modified or the time for fulfillment thereof may be extended by the Placement Agent upon notice to the Company.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, Company on the Trust date hereof and at the Funds contained hereintime of purchase, to the performance by the Managing Owner, the Trust and the Funds Company of their respective its obligations hereunder and to the following conditionsadditional conditions precedent: (ia) The Registration Statement the Company shall have become effectivefurnish to the Placement Agent at the time of purchase an opinion of H▇▇▇▇▇ ▇▇▇▇▇▇▇ & E▇▇▇▇ LLP, counsel to the Company, addressed to the Placement Agent and dated the time of purchase, in the form heretofore approved by the Placement Agent and its outside legal counsel; (b) the Placement Agent shall have received notice thereof; from BDO S▇▇▇▇▇▇, LLP letters dated, respectively, the date of this Agreement and the time of purchase, and addressed to the Placement Agent in the forms heretofore approved by the Placement Agent; (c) the Company shall have furnished to the Placement Agent a lock-up agreement in the form of Exhibit C hereto from each director and executive officer of the Company, except for sales of shares of Common Stock by the individuals in the amounts set forth on Exhibit B, and such agreements shall be in full force and effect at the time of purchase; (d) the Placement Agent shall have received at the time of purchase an opinion of A▇▇▇▇▇ & Bird LLP, dated the time of purchase, in form and substance satisfactory to the Placement Agent; (e) prior to the time of purchase, no Stop Order suspending Prospectus or amendment or supplement to the Registration Statement or the Prospectus, including documents deemed to be incorporated by reference therein, shall have been filed to which the Placement Agent reasonably shall have objected; (f) prior to the time of purchase, (i) no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) the Disclosure Package shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; (iv) FINRA shall have confirmed that is has no objection with regard to the fairness and no proceeding for that or any similar purpose reasonableness of the offering terms and conditions; and (v) all filings required by Rule 424, Rule 430A, Rule 430B, Rule 430C and Rule 433 under the Act shall have been initiated timely made; (g) subsequent to the execution and delivery of this Agreement and prior to the time of purchase, there shall not have been (i) any event that has had, or threatened that reasonably could be expected to have, a Material Adverse Effect, (ii) any transaction which is material to the Company or any Subsidiary and not disclosed in the Disclosure Package, except obligations and liabilities incurred in the ordinary course of business consistent with past practice, (iii) any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by the SECCompany or any Subsidiary, which is material to the NASDCompany and its Subsidiaries taken as a whole, except obligations and liabilities incurred in the NFAordinary course of business consistent with past practice, (iv) any change in the capital stock of the Company or any Subsidiary (except for the CFTC; issuance of shares of Common Stock upon conversion of existing convertible securities and all requests for additional information exercise by employees of existing stock options disclosed as outstanding in the Disclosure Package and the grant to employees, under the Company Stock Plans, of stock options and shares of restricted stock that are not exercisable or vested, as the case may be, during the Lock-up Period) or (v) any dividend or distribution of any kind declared, paid or made on the part capital stock of the SECCompany that, in each case, makes it, in the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction judgment of the Placement Agent, impracticable or inadvisable to market the Shares on the terms and in the manner contemplated in the Prospectus; (h) the Company shall have delivered to the Placement Agent a certificate of its Chief Executive Officer and its counselChief Financial Officer in the form attached as Exhibit D hereto; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefrom. (b) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent Company shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing Owner, dated the Initial Closing, to the effect that as of the date of this Agreement and as of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory in form and substance furnished to the Placement Agent such other documents and certificates as the Placement Agent or its counsel.counsel may reasonably request;

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent pursuant to undertake the placement of Units as provided herein this Agreement shall be subject (unless waived by the Placement Agent) subject, in its discretion, to the continuing accuracy of the representations and warranties of the Managing OwnerCompany contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the Trust date hereof and as of the Funds contained hereinClosing Date, with respect to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (ia) The Registration Statement shall have become effective, and On or prior to the Closing Date the Placement Agent shall have received notice thereof; no Stop Order suspending been furnished such information, documents, certificates, and opinions as it may reasonably require for the effectiveness purpose of enabling it to review the matters referred to in Section 6, and in order to evidence the accuracy, completeness, or satisfaction of any of the Registration Statement shall have been issued and no proceeding for that or any similar purpose shall have been initiated or threatened by the SECrepresentations, the NASDwarranties, the NFAcovenants, agreements, or the CFTC; and all requests for additional information on the part of the SECconditions herein contained, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefromas it may otherwise reasonably request. (b) The occurrence of At the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer President and of the chief financial officer Chief Financial Officer of the Managing OwnerCompany, dated as of the Initial Closing, Closing Date to the effect that that, as of the date of this Agreement and as of the Initial Closing, Closing Date the representations and warranties of the Managing Owner Company contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, Closing Date the obligations to be performed by the Managing Owner and the Trust Company hereunder on or prior thereto have been fully performed. Notwithstanding the foregoing, except as disclosed therein; andthe Company hereby represents and warrants that at the Closing, the representations and warranties contained herein shall be true and correct in all respects. (iic) The All proceedings taken in connection with the issuance, sale sale, and delivery of the Units shall have been made in a manner reasonably be satisfactory in form and substance to the Placement Agent ▇▇▇▇▇▇ and its ▇▇▇▇▇▇ counsel. (d) There shall not have occurred after the date hereof, at any time prior to each Closing: (A) any domestic or international event, act, or occurrence which has materially disrupted, or in ▇▇▇▇▇▇’ opinion will in the immediate future materially disrupt the securities markets; (B) a general suspension of, or a general limitation on prices for, trading in securities on any national securities exchange or the over-the-counter market; (C) any banking moratorium declared by a state or federal authority; (D) any material interruption in the mail service or other means of communication within the United States; or (E) any change in the market for securities in general or in political, financial, or economic conditions which, in ▇▇▇▇▇▇’ judgment, makes it inadvisable to proceed with the offering, sale, and delivery of the Units. Any certificate or other document signed by any officer of the Company and delivered to ▇▇▇▇▇▇ or to ▇▇▇▇▇▇’ counsel at the Closing shall be deemed a representation and warranty by the Company hereunder as to the statements made therein. If any condition to ▇▇▇▇▇▇ obligations hereunder has not been fulfilled as and when required to be so fulfilled, ▇▇▇▇▇▇ may terminate this Agreement or, if ▇▇▇▇▇▇ so elects, in writing waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event that ▇▇▇▇▇▇ elects to terminate this Agreement, ▇▇▇▇▇▇ shall notify the Company of such election in writing. Upon such termination, neither party shall have any further liability or obligation to the other except as provided in Section 11 hereof.

Conditions of Placement Agent’s Obligations. (a) The obligations of ------------------------------------------- the Placement Agent pursuant to undertake the placement of Units as provided herein this Agreement shall be subject (unless waived by the Placement Agent) subject, in its discretion, to the continuing accuracy of the representations and warranties of the Managing OwnerCompany contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the Trust date hereof and as of the Funds contained hereinClosing Date (and, if applicable, each Additional Closing Date), to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (ia) The Registration Statement shall have become effectiveAt the Closing and each Additional Closing, and as the case may be, the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness favorable opinions of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel for the Registration Statement shall have been issued Company, in substantially the form of Exhibit ------- C hereto, and no proceeding ▇▇▇▇▇▇ ▇▇▇▇▇▇ White & ▇▇▇▇▇▇▇▇▇, patent counsel for that or any similar purpose shall have been initiated or threatened by the SECCompany, the NASD, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation - substantially in the Offering or its compensation therefrom.form of Exhibit D hereto. --------- (b) The occurrence On or prior to the Closing, the Placement Agent shall have received agreements from each of the Initial Company's officers, directors and holders of 5% or more of the Company's Common Stock, pursuant to which such persons (or entities) and their respective affiliates shall have agreed not to offer, issue, sell, contract to sell, grant any option for the sale of or otherwise dispose of any securities of the Company for a period of 6 months from the effective date of the Final Closing shall be subject (unless waived by without the Placement Agent's prior written consent. (c) On or prior to the continuing accuracy Closing Date and each Additional Closing Date, as the case may be, the Placement Agent shall have been furnished such information, documents and certificates as it may reasonably require for the purpose of enabling it to review the matters referred to in this Section 8 and --------- in order to evidence the accuracy, completeness or satisfaction of any of the representations representations, warranties, covenants, agreements or conditions herein contained, or as it may otherwise reasonably request. (d) At the Closing and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial each Additional Closing, to as the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closingcase may be, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing OwnerCompany, dated the Initial ClosingClosing Date or such Additional Closing Date, as the case may be, to the effect that that, as of the date of this Agreement and as of the Initial ClosingClosing Date or such Additional Closing Date, as the case may be, the representations and warranties of the Managing Owner Company contained herein were and are accurate, except as disclosed therein, and that as of the Initial ClosingClosing Date or such Additional Closing Date, as the case may be, the obligations to be performed by the Managing Owner and the Trust Company hereunder on or prior thereto have been fully performed, except as disclosed therein; and. (iie) The All proceedings taken in connection with the issuance, sale and delivery of Units the Shares shall have been made in a manner be reasonably satisfactory in form and substance to the Placement Agent you and its your counsel. (f) There shall not have occurred, at any time prior to the Closing or, if applicable, an Additional Closing, as the case may be, (i) any domestic or international event, act or occurrence which has materially disrupted, or in your reasonable opinion will in the immediate future materially disrupt, the securities markets; (ii) a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market; (iii) any outbreak of major hostilities or other national or international calamity affecting securities markets in the United States; (iv) any banking moratorium declared by a state or federal authority; (v) any moratorium declared in foreign exchange trading by major international banks or other persons; (vi) any material interruption in the mail service or other means of communication within the United States; (vii) any material adverse change in the business, properties, assets, results of operations or financial condition of the Company; or (viii) any change in the market for securities in general or in political, financial or economic conditions which, in your reasonable business judgment, makes it inadvisable to proceed with the offering, sale and delivery of the Shares. Any certificate or other document signed by any officer of the Company and delivered to you or to your counsel as required hereunder shall be deemed a representation and warranty by the Company hereunder as to the statements made therein. If any condition to your obligations hereunder has not been fulfilled as and when required to be so fulfilled, you may terminate this Agreement or, if you so elect, in writing waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event that you elect to terminate this Agreement, you shall notify the Company of such election in writing. Upon such termination, neither party shall have any further liability or obligation to the other except as provided in Section 10 hereof. ----------

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent pursuant to undertake the placement of Units as provided herein this Agreement shall be subject (unless waived by the Placement Agent) subject, in its discretion, to the continuing accuracy of the representations and warranties of the Managing OwnerCompany contained herein and in each certificate and document contemplated under this Agreement to be delivered to the Placement Agent, as of the Trust date hereof and the Funds contained hereinas of each Closing Date, with respect to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to the following conditions: (ia) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that or any similar purpose shall have been initiated or threatened by the SEC, the NASD, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefrom. (b) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial At each Closing, the Placement Agent shall have received a certificate the favorable opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, counsel for the Company, dated each Closing Date, addressed to the Placement Agent and the investors, and in form and scope satisfactory to the Placement Agent and its counsel. In rendering such opinion, counsel for the Company may rely (A) as to matters of fact, on certificates of responsible officers of the Company; and (B) to the extent they deem proper, upon written statements or certificates of officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to counsel for the Placement Agent. (b) On or prior to the each Closing Date the Placement Agent shall have been furnished such information, documents, certificates, and opinions as it may reasonably require for the purpose of enabling it to review the matters referred to in Section 6, and in order to evidence the accuracy, completeness, or satisfaction of any of the representations, warranties, covenants, agreements, or conditions herein contained, or as it may otherwise reasonably request. (c) At the Initial Closing and each additional Closing, the Placement Agent shall have received one or more certificates of the chief executive officer and of the chief financial officer of the Managing OwnerCompany, dated the Initial Closing, applicable Closing Date to the effect that that, as of the date of this Agreement and as of the Initial Closing, applicable Closing Date the representations and warranties of the Managing Owner Company contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, Closing Date the obligations to be performed by the Managing Owner and the Trust Company hereunder on or prior thereto have been fully performed. In addition, except the parties shall deliver such other certificates or closing documents as disclosed therein; andare within the industry norm. Notwithstanding the foregoing, the Company hereby represents and warrants that at each Closing, the representations and warranties contained herein shall be true and correct in all respects. (iid) The All proceedings taken in connection with the issuance, sale sale, and delivery of Units the Securities shall have been made in a manner reasonably be satisfactory in form and substance to the Placement Agent ▇▇▇▇▇▇ and its ▇▇▇▇▇▇ counsel. (e) There shall not have occurred after the date hereof, at any time prior to each Closing: (A) any domestic or international event, act, or occurrence which has materially disrupted, or in ▇▇▇▇▇▇ opinion will in the immediate future materially disrupt the securities markets; (B) a general suspension of, or a general limitation on prices for, trading in securities on the Nasdaq SmallCap Market, American Stock Exchange or the over-the-counter market; (C) any banking moratorium declared by a state or federal authority; (D) any material interruption in the mail service or other means of communication within the United States; (E) any material adverse change in the business, properties, assets, results of operations, or financial condition of the Company; or (F) any change in the market for securities in general or in political, financial, or economic conditions which, in ▇▇▇▇▇▇ judgment, makes it inadvisable to proceed with the offering, sale, and delivery of the Securities. (f) The Company shall have executed and delivered to ▇▇▇▇▇▇ any required Agent Warrants as provided herein. (g) Any certificate or other document signed by any officer of the Company and delivered to ▇▇▇▇▇▇ or to ▇▇▇▇▇▇’ counsel at a Closing shall be deemed a representation and warranty by the Company hereunder as to the statements made therein. If any condition to ▇▇▇▇▇▇ obligations hereunder has not been fulfilled as and when required to be so fulfilled, ▇▇▇▇▇▇ may terminate this Agreement or,. if ▇▇▇▇▇▇ so elect, in writing waive any such conditions which have not been fulfilled or extend the time for their fulfillment. In the event that ▇▇▇▇▇▇ elect to terminate this Agreement, ▇▇▇▇▇▇ shall notify the Company of such election in writing. Upon such termination, neither party shall have any further liability or obligation to the other except as provided in Section 11 hereof.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy fulfillment of the following additional conditions: (a) Each of the representations and warranties of the Managing OwnerCompany shall be true and correct in all material respects, other than representations and warranties that contain materiality or knowledge standards or qualifications (which representations and warranties shall be true and correct in all respects) when made on the Trust date hereof and on and as of the Funds contained hereinOffering Closing Date as though made on and as of such Closing Date (except with respect to representations or warranties made as of a specific date, to the performance by the Managing Owner, the Trust which shall be true and the Funds correct as of their respective obligations hereunder and to the following conditions:such date). (ib) The Registration Statement Company shall have become effective, executed and delivered all of the Placement Agent Transaction Documents and shall have received notice thereof; no Stop Order performed and complied in all material respects with all agreements, covenants and conditions that it is required to perform and/or comply under the Transaction Documents at or before the closing of the Offering. (c) No order suspending the effectiveness use of the Registration Statement Memorandum or enjoining the offering or sale of the Shares shall have been issued issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated or threatened by the SECand pending, the NASDor, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of Company’s knowledge, are contemplated or threatened. In connection with the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms closing of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefrom. (b) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer and President of the chief financial officer of the Managing OwnerCompany, dated the Initial Closing, to the effect that as of the Offering Closing Date, certifying on behalf of the Company, in such detail as the Placement Agent may reasonably request, (A) as to the fulfillment of the conditions set forth in subparagraphs (a), (b) and (c) above and (B) that there have been no undisclosed material and adverse changes in the business condition (financial or otherwise) or prospects of the Company from the date of the latest financial statements included in the Memorandum, the absence of undisclosed liabilities (other than liabilities arising in the ordinary course of business subsequent to the date of the most recent balance sheet included in the Memorandum) and such other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably request. (d) The Company shall have delivered to the Placement Agent (i) with respect to the Company, a currently dated good standing certificate from the Secretary of State of Delaware and each jurisdiction in which the Company is qualified to do business as a foreign corporation and (ii) certified resolutions of the Company’s board of directors approving this Agreement and the other Transaction Documents and the transactions and agreements contemplated by this Agreement and the other Transaction Documents. (e) At the closing of the Offering, the Company shall have (i) paid to the Placement Agent the Placement Agent Fee in respect of all Shares sold at such closing, (ii) paid the Expense Reimbursement Amount and (iii) executed and delivered to the Placement Agent the Placement Agent Warrant. (f) There shall have been delivered to the Placement Agent a signed opinion of counsel (including a 10(b)-5 statement in customary form) to the Company (“Company Counsel”), dated as of the Initial ClosingClosing Date, in form reasonably satisfactory to counsel for the Placement Agent. (g) Prior to the closing of the Offering, the representations Company shall have engaged Continental Stock Transfer & Trust Company as its transfer agent for purposes of handling the transfers of its capital stock and warranties other securities. (h) All proceedings taken at or prior to the closing of the Managing Owner contained herein were Offering in connection with the authorization, issuance and are accurate, except as disclosed therein, and that as sale of the Initial Closing, the obligations Shares to be performed by the Managing Owner sold at such closing and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale Placement Agent Warrant to be issued and delivery of Units shall have been made in a manner delivered at such closing will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as they may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (i) The Company hereby unconditionally and unequivocally grants Placement Agent an irrevocable right of first refusal for the twelve (12) month period beginning on the Termination Date, to (i) act as the Company’s exclusive financial advisor in connection with any of the following transactions by the Company or any of its affiliates: (A) a disposition or acquisition of assets or business units, (B) any acquisition of the Company’s outstanding securities, (C) any exchange or tender offer, (D) any merger, consolidation, or other business combination to which the Company or any affiliate is a party, or (E) any recapitalization, reorganization, restructuring or similar transaction, including but not limited to, an extraordinary dividend, or distribution, split-off or spin-off by the Company; (ii) act as lead manager, lead placement agent or lead underwriter in connection any financing or refinancing transaction or in connection with any public or private offering of debt or equity securities by the Company or any of its affiliates. If the Placement Agent or any of its affiliates accepts any such engagement, the Company and the Placement Agent shall execute and deliver a separate agreement containing all the material terms of such engagement, including indemnification and the fees and other compensation to be paid to the Placement Agent, which fees and compensation shall be customary for transactions of similar size and nature. The Company represents and warrants that it has not granted any preferential rights similar to those set forth in this Section 6(i) to any party other than the Placement Agent with regard to the transactions contemplated by this Section 6(i). Notwithstanding anything contained to the contrary herein, this Section 6(i) shall not apply to any sale of assets, assignment for the benefit of creditors or other transactions or series of related transactions undertaken solely and directly in connection with a liquidation, dissolution or winding up of the Company.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent hereunder to undertake the placement of Units as provided herein shall be affect a Closing are subject (unless waived by the Placement Agent) to the continuing accuracy fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by the Company herein shall be true and correct at all times prior to and on each Closing date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date. (b) The Company shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by them at or before the Closing. (c) The Disclosure Materials did not, and as of the Managing Ownerdate of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the Trust statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall have obtained all consents, waivers and the Funds contained herein, approvals required to the performance be obtained by the Managing Owner, Company in connection with the Trust and consummation of the Funds of their respective obligations hereunder and to the following conditions:transactions contemplated hereby. (ie) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order No order suspending the effectiveness use of the Registration Statement Disclosure Materials or enjoining the Offering shall have been issued issued, and no proceeding proceedings for that purpose or any a similar purpose shall have been initiated or threatened by the SECpending, the NASDor, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASDCompany’s knowledge, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefromthreatened. (bf) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer and Chief Executive Officer of the chief financial officer of the Managing OwnerCompany, dated the Initial Closing, to the effect that as of the date of the Closing, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c), (d) and (e) above. (g) The Company shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificate, each dated as of a date within ten (10) days prior to the First Closing from the secretary of state of its jurisdiction of incorporation; and (ii) resolutions of the Company’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement and the Disclosure Materials, certified by the Chief Executive Officer of the Company. (h) At each Closing, the Company shall pay and issue to the Placement Agent the Placement Agent Cash Fee and Placement Agent expense reimbursement earned in such Closing. Placement Agent Warrants shall be delivered to the Placement Agent in accordance with Section 5 hereto. (i) At each Closing, the Company shall deliver to the Placement Agent a signed opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Company, dated as of the Initial ClosingClosing Date, in form and substance fully satisfactory to the representations Placement Agent. Such opinion shall contain, among other items, opinions on matters relating to organization and warranties good standing, corporate power and authority and exemption of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as Offering from the registration requirements of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on Securities Act. (j) All proceedings taken at or prior thereto have been to any Closing in connection with the authorization, issuance and sale of the Debentures and Warrants will be fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory in form and substance to the Placement Agent and their counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may request upon prior notice in connection with the transactions contemplated hereby. (k) The Company will make members of management and other employees available to the Placement Agent if the Placement Agent shall so request for purposes of satisfying the Placement Agent’s due diligence requirements and consummating the Offering. In addition, the Company shall make its counselChief Executive Officer, Chief Financial Officer and other key management members available to attend a reasonable number of investor presentations, as recommended by the Placement Agent and shall commit such time and other resources as are reasonably necessary or appropriate to support the Placement Agent in their efforts to secure the reasonable and timely success of the Offering.

Conditions of Placement Agent’s Obligations. (a) The respective obligations of the Placement Agent to undertake the placement of Units as provided herein shall be Agents hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy accuracy, when made and on the Applicable Time and on the Closing Date, of the representations and warranties of the Managing Owner, the Trust and the Funds Company contained herein, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Managing OwnerCompany of its obligations hereunder, the Trust and the Funds of their respective obligations hereunder and to each of the following additional terms and conditions: (iI) The Registration Statement shall have become effective, and the Placement Agent shall have received notice thereof; no Stop Order No stop order suspending the effectiveness of the Registration Statement or any part thereof, preventing or suspending the use of any Base Prospectus, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus or any part thereof shall have been issued and no proceeding proceedings for that purpose or any similar purpose pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the SECCommission, the NASD, the NFA, or the CFTC; and all requests for additional information on the part of the SEC, Commission (to be included or incorporated by reference in the NASD, Registration Statement or the NFA and the CFTC, Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Placement Agent Representative; the Rule 462(b) Registration Statement, if any, each Issuer Free Writing Prospectus, if any, and the Prospectus shall have been filed with, the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance with Section 5(I)(a), and the Rule 462(b) Registration Statement, if any, shall have become effective immediately upon its counselfiling with the Commission; and (ii) The NASD, upon review and the NASD shall have raised no objection to the fairness and reasonableness of the terms of this Agreement or the Offering, transactions contemplated hereby. (II) The Placement Agents shall not have objected discovered and disclosed to the Placement Agent’s participation Company on or prior to the Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the Offering opinion of counsel for the Placement Agents, is material or its compensation therefromomits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package, any Issuer Free Writing Prospectus, if any, or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of the circumstances in which they were made, not misleading. (bIII) The occurrence representations and warranties made by the Company herein qualified as to materiality shall be true and correct at all times prior to and on the Closing Date as if made on and as of the Initial Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be subject (unless waived by the Placement Agent) to the continuing accuracy true and correct as of such earlier date; and the representations and warranties made by the Company herein not qualified as to materiality shall be true and correct in all material respects at all times prior to and on the Closing Date as if made on and as of the Managing OwnerClosing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. All covenants and agreements herein contained to be performed on the part of the Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to the Closing Date shall have been duly performed, fulfilled or complied with in all material respects. (IV) All corporate proceedings and other legal matters incident to the authorization, form and validity of each of this Agreement, the Trust Stock, the Registration Statement, the General Disclosure Package, each Issuer Free Writing Prospectus, if any, and the Funds contained herein as of Prospectus and through all other legal matters relating to this Agreement and the Initial Closingtransactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Placement Agents, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (V) ▇▇▇▇▇▇ Godward LLP shall have furnished to the performance by Representative such counsel’s written opinion and negative assurances statement, as counsel to the Managing OwnerCompany, addressed to the Placement Agents and dated the Closing Date, in form and substance reasonably satisfactory to the Representative. (VI) Sterne, Kessler, ▇▇▇▇▇▇▇▇▇ & Fox P.L.L.C. and ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & Saliwanchik, a Professional Association, shall have furnished to the Representative such counsel’s written opinion, as special patent counsel to the Company, addressed to the Placement Agents and dated the Closing Date, in form and substance reasonably satisfactory to the Representative. (VII) The Representative shall have received from ▇▇▇▇▇ Raysman ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP. and Kleinfeld, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, counsels for the Placement Agents, such opinion or opinions, dated the Closing Date, with respect to such matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters. (VIII) At the time of the execution of this Agreement, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and Representative shall have received from Ernst & Young LLP a letter, addressed to the following conditions: Placement Agents, executed and dated such date, in form and substance satisfactory to the Representative (i) As confirming that they are an independent registered accounting firm with respect to the Company and the Subsidiary within the meaning of the Initial ClosingSecurities Act and the Rules and Regulations and PCAOB and (ii) stating the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Placement Agent General Disclosure Package and the Prospectus. (IX) On the Closing Date, the Representative shall have received a certificate letter (the “Bring-Down Letter”) from Ernst & Young LLP addressed to the Placement Agents and dated the Closing Date confirming, as of the chief executive officer and date of the chief Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial officer information is given in the General Disclosure Package and the Prospectus, as the case may be, as of a date not more than three (3) business days prior to the date of the Managing OwnerBring-Down Letter), the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information and other matters covered by its letter delivered to the Representative concurrently with the execution of this Agreement pursuant to paragraph (VIII) of this Section 7. (X) The Company shall have furnished to the Representative a certificate, dated the Initial ClosingClosing Date, to of its Chairman of the effect Board and Chief Executive Officer and its Senior Vice President and Chief Financial Officer stating that (i) such officers have carefully examined the Registration Statement, the General Disclosure Package, any Permitted Free Writing Prospectus, if any, and the Prospectus and, in their opinion, the Registration Statement and each amendment thereto, at the Applicable Time and as of the date of this Agreement and as of the Closing Date did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the General Disclosure Package, as of the Applicable Time and as of the Closing Date, any Permitted Free Writing Prospectus, if any, as of its date and as of the Closing Date, the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the effective date of the Initial ClosingRegistration Statement, no event has occurred which should have been set forth in a supplement or amendment to the Registration Statement, the General Disclosure Package or the Prospectus, (iii) to the best of their knowledge after reasonable investigation, as of the Closing Date, the representations and warranties of the Managing Owner contained herein were Company in this Agreement are true and are accuratecorrect and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and (iv) there has not been, subsequent to the date of the most recent audited financial statements included or incorporated by reference in the General Disclosure Package, any material adverse change in the financial position or results of operations of the Company and the Subsidiary, or any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company and its Subsidiary taken as a whole, except as disclosed therein, and that set forth in the Prospectus. (XI) Since the date of the latest audited financial statements included in the General Disclosure Package or incorporated by reference in the General Disclosure Package as of the Initial Closingdate hereof, (i) neither the obligations to be performed Company nor the Subsidiary shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Managing Owner General Disclosure Package, and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuancethere shall not have been any change in the capital stock or long-term debt of the Company or the Subsidiary, or any change, or any development involving a prospective change, in or affecting the business, general affairs, management, financial position, stockholders’ equity or results of operations of the Company and the Subsidiary, otherwise than as set forth in the General Disclosure Package, the effect of which, in any such case described in clause (i) or (ii) of this paragraph (XI), is, in the judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Stock on the terms and in the manner contemplated in the Prospectus. (XII) No action shall have been taken and no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would prevent the issuance or sale of the Stock or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued which would prevent the issuance or sale of the Stock or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (XIII) Subsequent to the execution and delivery of Units this Agreement (i) no downgrading shall have occurred in the Company’s corporate credit rating or the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Rules and Regulations and (ii) no such organization shall have publicly announced that it has under surveillance or review (other than an announcement with positive implications of a possible upgrading), the Company’s corporate credit rating or the rating of any of the Company’s debt securities. (XIV) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, Nasdaq National Market or the American Stock Exchange or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been made suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established on any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) either (A) the United States shall have become engaged in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States or (B) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such), if the effect of any such event described in clause (A) or (B) makes it, in the judgment of the Placement Agents, impracticable or inadvisable to proceed with the sale or delivery of the Stock on the terms and in the manner contemplated in the General Disclosure Package and the Prospectus. (XV) The Nasdaq National Market shall have approved the Stock for inclusion therein, subject only to official notice of issuance. (XVI) The Representative shall have received the written agreements, substantially in the form of Exhibit B hereto, of the officers and directors of the Company listed in Schedule B to this Agreement. (XVII) The Company shall have prepared and filed with the Commission a Current Report on Form 8-K with respect to the transactions contemplated hereby, including as an exhibit thereto this Placement Agent Agreement and any other documents relating thereto. (XVIII) The Company shall have entered into Subscription Agreements with each of the Purchasers and such agreements shall be in full force and effect. (XIX) Prior to the Closing Date, the Company shall have furnished to the Representative such further information, opinions, certificates, letters or documents as the Representative shall have reasonably satisfactory requested. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Placement Agent and its counselAgents.

Conditions of Placement Agent’s Obligations. (a) The obligations of the Placement Agent to undertake the placement of Units as provided herein shall be hereunder are subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties on the part of the Managing Owner, Company on the Trust date hereof and at the Funds contained herein, to time of purchase and the performance by the Managing Owner, the Trust and the Funds Company of their respective its obligations hereunder and to the following conditionsadditional conditions precedent: (ia) The Registration Statement Company shall have become effectivefurnish to the Placement Agent at the time of purchase an opinion of Ropes & ▇▇▇▇, counsel for the Company, addressed to the Placement Agent, and dated the time of purchase, in form and substance as set forth on Exhibit B hereto. (b) The Placement Agent shall have received notice thereof; from PricewaterhouseCoopers LLP letters dated, respectively, the date of this Agreement and the time of purchase, and addressed to the Placement Agent in the forms heretofore approved by the Placement Agent. (c) The Placement Agent shall have received at the time of purchase the favorable opinion of Wilson, Sonsini, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, counsel for the Placement Agent, dated the time of purchase, in form and substance as set forth on Exhibit C hereto. (d) No Prospectus or amendment or supplement to the Registration Statement or the Prospectus, including documents deemed to be incorporated by reference therein, shall have been filed to which you reasonably object in writing. (e) Prior to the time of purchase, (i) no Stop Order suspending stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all amendments thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) the Prospectus and all amendments or supplements thereto shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. (f) Between the time of execution of this Agreement and the time of purchase, no proceeding for that material adverse change or any similar purpose development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole shall occur or become known. (g) The Company will, at the time of purchase, deliver to the Placement Agent a certificate of its Chief Executive Officer and its Chief Financial Officer in the form attached as Exhibit D hereto. (h) The Company shall have furnished to you such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement and the Prospectus as of the time of purchase, as the Placement Agent may reasonably request. (i) The Shares shall have been initiated approved for quotation on NASDAQ, subject only to notice of issuance at or threatened by prior to the SEC, the NASD, the NFA, or the CFTC; and all time of purchase. (j) All requests for additional information on the part of the SEC, the NASD, the NFA and the CFTC, Commission shall have been complied with to the reasonable satisfaction of the Placement Agent and its counsel; and (ii) The NASD, upon review of the terms of the Offering, shall not have objected to the Placement Agent’s participation in the Offering or its compensation therefromwith. (b) The occurrence of the Initial Closing shall be subject (unless waived by the Placement Agent) to the continuing accuracy of the representations and warranties of the Managing Owner, the Trust and the Funds contained herein as of and through the Initial Closing, to the performance by the Managing Owner, the Trust and the Funds of their respective obligations hereunder as of and through the Initial Closing and to the following conditions: (i) As of the Initial Closing, the Placement Agent shall have received a certificate of the chief executive officer and of the chief financial officer of the Managing Owner, dated the Initial Closing, to the effect that as of the date of this Agreement and as of the Initial Closing, the representations and warranties of the Managing Owner contained herein were and are accurate, except as disclosed therein, and that as of the Initial Closing, the obligations to be performed by the Managing Owner and the Trust hereunder on or prior thereto have been fully performed, except as disclosed therein; and (ii) The issuance, sale and delivery of Units shall have been made in a manner reasonably satisfactory in form and substance to the Placement Agent and its counsel.