Common use of Representations, Warranties and Covenants of the Placement Agent Clause in Contracts

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ActACT"), the Securities Exchange Act of 1934 (the "1934 ActACT"), the respective rules and regulations promulgated thereunder there under (the "Rules and RegulationsRULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and (b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Securities Act"), the Securities Exchange Act of 1934 (the "1934 Exchange Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Exchange Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's ’s knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "“1933 Act"”), the Securities Exchange Act of 1934 (the "“1934 Act"”), the respective rules and regulations promulgated thereunder (the "“Rules and Regulations"”) or applicable "“Blue Sky" ” laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's ’s participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated herebyhereby . (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder there under (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and (b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ActACT"), the Securities Exchange Act of 1934 (the "1934 ActACT"), the respective rules and regulations promulgated thereunder (the "Rules and RegulationsRULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated herebyhereby . (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ActACT"), the Securities Exchange Act of 1934 (the "1934 ActACT"), the respective rules and regulations promulgated thereunder there under (the "Rules and RegulationsRULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and (b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's ’s knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "“1933 Act"”), the Securities Exchange Act of 1934 (the "“1934 Act"”), the respective rules and regulations promulgated thereunder (the "“Rules and Regulations"”) or applicable "“Blue Sky" ” laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's ’s participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ActACT"), the Securities Exchange Act of 1934 (the "1934 ActACT"), the respective rules and regulations promulgated thereunder there under (the "Rules and RegulationsRULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and (b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The As of the date and time of the execution of this Agreement and each Closing Date, the Placement Agent represents, warrants and covenants as followsto the Company that: A. The Placement Agent agrees that it shall not include any “issuer information” (ias defined in Rule 433 under the Act) in any Written Testing-the-Waters Communication used or referred to by such Placement Agent without the prior consent of the Company (any such issuer information with respect to whose use the Company has given its consent, “Permitted Issuer Information”), provided that “issuer information” (as defined in Rule 433 under the Act) within the meaning of this Section 6 shall not be deemed to include information prepared by the Placement Agent on the basis of, or derived from, “issuer information”. B. Neither the Placement Agent nor any broker or dealer, nor any managing member of the Placement Agent or any broker or dealer, nor any director or executive officer of the Placement Agent or any broker or dealer or other officer of the Placement Agent or any broker or dealer participating in the Offering is subject to the disqualification provisions of Rule 262 of the Rules and Regulations. No registered representative of the Placement Agent or any broker or dealer, or any other person being compensated by or through the Placement Agent or any broker or dealer for the solicitation of investors, is subject to the disqualification provisions of Rule 262 of the Securities Act Regulations. C. The Placement Agent and each broker and dealer is a member of FINRA and each of them and their respective employees and representatives have all required licenses and registrations to act under this Agreement, and each shall remain a member or duly licensed, as the case may be, during the Offering. D. No agreement will be made by the Placement Agent with any person permitting the resale, repurchase or distribution of any Shares purchased by such person. E. Except as otherwise consented to by the Company, the Placement Agent has not and will not use or distribute any written offering materials other than the Preliminary Offering Circular, Pricing Disclosure Materials and the Final Offering Circular. The Placement Agent has not and will not use any “broker-dealer use only” materials with members of the necessary power to enter into public, or has not and will not make any unauthorized verbal representations or verbal representations which contradict or are inconsistent with the statements made in the Offering Statement in connection with offers or sales of the Shares. Except as expressly provided otherwise herein or as may create any conflict of interest or otherwise violate customary standards of conduct by placement agents under similar circumstances under FINRA rules or otherwise, this Agreement and shall not be construed to consummate limit the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations ability of the Placement Agent, enforceable in accordance its officers, directors, employees, agents, associated persons and any individual or entity “controlling,” controlled by,” or “under common control” with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of as those terms are defined in Rule 405 under the Securities Act of 1933Act) to conduct its business including without limitation the ability to pursue, as amended investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations"or an agency or subdivision thereof) or applicable "Blue Sky" laws other entity of any state or jurisdictionkind. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's ’s knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 “Securities Act"”), the Securities Exchange Act of 1934 (the "1934 “Exchange Act"”), the respective rules and regulations promulgated thereunder (the "“Rules and Regulations"”) or applicable "“Blue Sky" ” laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Exchange Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's ’s participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the -------- Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and -------- regulations promulgated thereunder (the "Rules and Regulations") or applicable --------------------- "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder there under (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and (b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ActSECURITIES ACT"), the Securities Exchange Act of 1934 (the "1934 ActEXCHANGE ACT"), the respective rules and regulations promulgated thereunder (the "Rules and RegulationsRULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Exchange Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated herebyhereby . (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ActACT"), the Securities Exchange Act of 1934 (the "1934 ActACT"), the respective rules and regulations promulgated thereunder there under (the "Rules and RegulationsRULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent has used all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and (b) that any information furnished by the Investor is true and accurate. the Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, represents warrants and covenants as follows: (i) The Placement Agent has the necessary power authority to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ActACT"), the Securities Exchange Act of 1934 (the "1934 ActACT"), the respective rules and regulations promulgated thereunder there under (the "Rules and RegulationsRULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and (b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power authority to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ActACT"), the Securities Exchange Act of 1934 (the "1934 ActACT"), the respective rules and regulations promulgated thereunder there under (the "Rules and RegulationsRULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and (b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (ia) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (iib) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's ’s knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that that: (ai) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (bii) the enforceability hereof or thereof is subject to general principles of equity, or (ciii) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iiic) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and to the Investor or its counsel. (ivd) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "“1933 Act"ACT”), the Securities Exchange Act of 1934 (the "“1934 Act"ACT”), the respective rules and regulations promulgated thereunder (the "Rules and Regulations"“RULES AND REGULATIONS”) or applicable "“Blue Sky" ” laws of any state or jurisdiction. (ve) The Placement Agent will use all reasonable efforts to determine whether the Investor is an Accredited Investor and that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that: (i) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (ii) subject to the performance of the Placement Agent’s obligations and the accuracy of the Placement Agent’s representations and warranties hereunder, that the Offering is exempt from the registration requirements of the 1933 Act or any applicable state “Blue Sky” law or that the Investor is an Accredited Investor. (f) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's ’s participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants warrants, covenants and covenants agrees with the Company as follows: (ia) The With respect to the Securities to be offered and sold in the Private Placement Agent has in reliance on Rule 506 under the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent Securities Act, none of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, any general partner or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations managing member of the Placement Agent, enforceable or any director, executive officer or other officer participating in accordance with their respective termsthe Offering of the Placement Agent or the general partner or managing member of the Placement Agent (any such person, except to the extent that (aa "Placement Agent Covered Person") the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles any of equitythe "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a "Disqualification Event"), except for a Disqualification Event covered by Rule 506(d)(2) or (c) d)(3). The Placement Agent has exercised reasonable care to determine whether any Placement Agent Covered Person is subject to a Disqualification Event. The Placement Agent has furnished to the indemnification provisions hereof or thereof may be held to be Company a copy of any disclosures required in violation of public policyconnection with any Placement Agent Covered Person under Rule 506(e). (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (ivb) The Placement Agent will notify the Company in writing, prior to the Closing Date of (x) any Disqualification Event relating to any Placement Agent Covered Person and (y) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Covered Person, in each case, of which the Placement Agent has knowledge. (c) The Placement Agent understands and acknowledges that the Securities (other than the registered Shares) have not intentionally take any action that it reasonably believes would cause been and will not be registered under the Offering to violate Securities Act (except as contemplated in the provisions Purchase Agreement) and may not be offered or issued, except in compliance with the registration requirements of the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of 1933the Securities Act. (d) The Placement Agent agrees that neither it nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Section 502(c) under the Securities Act) in connection with the Private Placement or attempt to place any Securities outside the United States to non-U.S. persons (as that term is defined in Regulation S under the Securities Act) by means of any directed selling efforts (within the meaning of Regulation S. (e) The Placement Agent agrees that other than the Registration Statement, as amended the Base Prospectus, any Prospectus Supplement, any amendment or supplement thereto and any Permitted Free Writing Prospectus (the "1933 ActPublic Offering Materials"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers(including its agents and representatives) has not made, Inc.used or referred to and will not make, and is a broker-dealer registered use or refer to any "written communication" (as such defined in Rule 405 under the 1934 Act and under the securities laws Securities Act) that constitutes an offer to sell or solicitation of the states in which an offer to buy the Securities will be offered or sold other than the Public Offering Materials and any other written communications approved in advance by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the OfferingCompany.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering. (vi) The securities are being issued to the Placement Agent for its own account, for investment and without any view to the distribution, assignment or resale to others or fractionalization in whole or in part. The Placement Agent agrees not to assign or in any way transfer the Placement Agent's rights to the securities or any interest therein and acknowledges that the Company will not recognize any purported assignment or transfer except in accordance with applicable Federal and state securities laws. No other person has or will have a direct or indirect beneficial interest in the securities. The Placement Agent agrees not to sell, hypothecate or otherwise transfer the Placement Agent's securities unless the securities are registered under Federal and applicable state securities laws or unless, in the opinion of counsel satisfactory to the Company, an exemption from such laws is available.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as followsagrees with the Fund, for its benefit that: (ia) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or duly formed and validly existing limited liability company under the laws of the State of New York and has the requisite power and authority to conduct its business as contemplated by which its organizational documents; (b) the execution, delivery and performance of this Agreement by the Placement Agent or its properties are boundhas been duly authorized by all necessary action, or any judgmentand upon execution and delivery hereof, decreethis Agreement will be a valid, order or, to binding and enforceable obligation of the Placement Agent's knowledge, any statute, rule or regulation applicable to ; (c) the Placement Agent. This Agent will offer the Units for sale and will solicit offers to buy the Units only in compliance with the procedures described in the Registration Statement, the Prospectus, the Statement of Additional Information and this Agreement when executed and delivered in accordance with applicable law; (d) without the prior consent of the Fund, no steps will be taken by the Placement Agent to qualify the Units for sale in any jurisdiction outside of the United States; (e) neither the Placement Agent, will constitute the legal, valid and binding obligations nor any person acting on behalf of the Placement Agent, enforceable shall offer the Units in accordance with their respective termsany jurisdiction, except in compliance with the applicable law in any such jurisdiction in which such offering is made; (f) the Placement Agent will notify the Fund promptly of any occurrence of which it becomes aware which is material in the context of the offering and sale of the Units, including any event which shall lead the Placement Agent to reasonably believe that the Registration Statement, the Prospectus, the Statement of Additional Information or any of the Marketing Materials is or will be misleading in any material respect, or which affects any of the representations, warranties, agreements and indemnities by the Placement Agent contained in this Agreement (or which would have affected any of the same if this Agreement had been entered into immediately thereafter), and will take such steps as may be reasonably requested by the Fund to remedy and/or publicize the same; (g) the Placement Agent, in connection with each sale of Units made by or through it, has complied, and will comply, with all applicable anti-money laundering laws and regulations, including without limitation the USA PATRIOT Act of 2001 (the “USA PATRIOT Act”) (collectively, the “Anti-Money Laundering Laws”); the Placement Agent has established and will maintain an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, will conduct in relation to each person who purchases Units from or through it such due diligence investigations as may be required by the Anti-Money Laundering Laws, including investigations with respect to the extent that legitimacy of the applicable purchaser (atogether with any beneficial owner represented by such purchaser) and the enforceability hereof origin of the funds used by such purchaser (or thereof may be limited by bankruptcybeneficial owner) to purchase its Units, insolvencyand maintains, reorganizationand will maintain, moratorium or similar laws from time sufficient information to time in effect identify the applicable purchaser (and affecting any related beneficial owner) for purposes of the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Anti-Money Laundering Laws; the Placement Agent will promptly forward provide the Fund with such information (including copies of this Agreement written investor representations and internal due diligence or investigatory reports prepared by the Placement Agent) as the Fund may from time to time reasonably request to establish, or to demonstrate, compliance by the Fund with any Anti-Money Laundering Laws that are now, or hereafter become, applicable to it in connection with the offering of the Units (“Applicable AML Laws”); and the Placement Agent will cooperate in good faith with the Fund to amend the offering procedures set forth herein and the Placement Agent’s duties hereunder in such manner as may from time to time be required for the Fund to establish compliance with Applicable AML Laws; (h) the Placement Agent has used and will use commercially reasonable due diligence with respect to accepting as clients any investors who have purchased or will purchase through it and with respect to introducing investors to the Company Fund, and to the best of the Placement Agent’s knowledge, such clients’ funds used to purchase Units were not and will not be derived from, nor the product of, any criminal activity; (i) the Placement Agent will reasonably believe immediately prior to making any offer or sale of Units that any prospective investor solicited by the Placement Agent is (i) a person whose net worth, as determined under Rule 501(a)(5) of Regulation D under the Securities Act, either individually or jointly with a spouse, is over $1,000,000, and meets such other eligibility criteria as are set forth in the Registration Statement, the Prospectus, the Statement of Additional Information and Subscription Agreement, and (ii) a “U.S. Person” as defined in Regulation S under the Securities Act and as defined under the United States Internal Revenue Code of 1986 (the “Code”) (defined in the Code as “United States persons”); (j) the Placement Agent will ensure that all of its counsel associated persons involved in offering and selling the Units have all necessary licenses and registrations to do so under applicable law; (k) the Placement Agent is registered under the Exchange Act, as a broker-dealer and is a member of FINRA. The Placement Agent has, and will maintain during the term of this Agreement, all licenses and registrations necessary under applicable federal and state laws, rules and regulations, including the rules and regulation of any self-regulatory organization (including FINRA) with competent jurisdiction, to provide the services required to be provided by the Placement Agent hereunder; (l) the Placement Agent will deliver or cause to be delivered to each potential investor, prior to the time of any purchase of Units, a copy of the Prospectus and the Investor Statement of Additional Information; (m) the Placement Agent will require any other person appointed as Sub-Placement Agent to offer the Units for sale, or its counsel.solicit offers to buy the Units, only in accordance with the procedures described in the Registration Statement, the Prospectus and the Statement of Additional Information; (n) the Placement Agent shall provide to the Fund, at least quarterly, a written report of services and expenses provided or incurred under this Agreement, and the purposes for which such services were performed and expenses were incurred; and (o) the Placement Agent shall perform the following services, directly and/or through one or more Sub-Placement Agents (the services in clauses (i) – (xiii) are referred to as “Personal Account Maintenance Services”): (i) maintain records reflecting the identity of all persons to which it offered and sold Units as well information regarding the suitability of such Units for such offerees and investors and the eligibility of such persons to invest in the Fund consistent with the Prospectus, for at least six years in accordance with applicable law, and provide copies to the Fund upon request; (ii) establish and maintain (or assist in establishing and maintaining) individual accounts and records with respect to Unitholders; (iii) provide periodic statements to Unitholders showing the NAV of their Units and transactions during the relevant period; (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause promptly distribute to Unitholders periodic and other reports issued by the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction.Fund; (v) The Placement Agent is a member handle all tax withholding and remittances required by federal income tax laws with respect to Unitholder accounts, prepare and file with the Internal Revenue Service all required returns and statements and prepare and mail to each Unitholder all statements and reports of the National Association of Securities DealersFund, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which including those required by the Securities will Act or the 1940 Act, as amended; (vi) process and issue, or assist in processing and issuing confirmations regarding orders to purchase and (to the extent permitted), redemptions of Units and provide such confirmations to the applicable Unitholders; (vii) process Unitholders’ Commitments for Units and receive and transmit, or assist in receiving and transmitting, funds representing contributions and distributions (including returns of capital and redemption proceeds, if applicable); (viii) provide such information as may be offered or sold reasonably requested by the Placement Agent unless an exemption Fund and its investment adviser (the “Manager”) to enable the Fund to comply with applicable federal or state laws (including “blue-sky” laws); (ix) answer client inquiries and respond to client correspondence; (x) assist prospective investors in completing Subscription Agreements and similar services; (xi) act as liaison between Unitholders and the Fund; (xii) provide account administration services to Unitholders; and (xiii) otherwise process payments for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the OfferingFund on behalf of Unitholders.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities -------- Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations -------- promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" --------------------- laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (ia) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (iib) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that that: (ai) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (bii) the enforceability hereof or thereof is subject to general principles of equity, or (ciii) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iiic) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and to the Investor or its counsel. (ivd) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ActACT"), the Securities Exchange Act of 1934 (the "1934 ActACT"), the respective rules and regulations promulgated thereunder there under (the "Rules and RegulationsRULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (ve) The Placement Agent will use all reasonable efforts to determine whether the Investor is an Accredited Investor and that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that: (i) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (ii) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, that the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or that the Investor is an Accredited Investor. (f) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary corporate power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in compliance in all material compliance respects with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent representshereby represents and warrants to, warrants and covenants as followswith, the Company that: (ia) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when has been duly authorized, executed and delivered by the Placement Agent, will constitute Agent and constitutes the legal, valid and binding obligations obligation of the Placement Agent, enforceable against it in accordance with their respective its terms, except to insofar as enforcement of the extent that (a) the enforceability indemnification or contribution provisions hereof or thereof may be limited by applicable laws or principles of public policy and subject, as to enforcement, to the availability of equitable remedies and limitations imposed by bankruptcy, insolvency, reorganization, moratorium or reorganization and other similar laws from time and related court decisions relating to time in effect and or affecting the creditors' rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (ivb) The Placement Agent will cooperate with the Company to ensure that the offering and sale of the Units will comply with the requirements of the Securities Act, including, without limitation, the general conditions contained in Regulation D and the federal securities laws, and will follow the reasonable advice of the Company with respect to the manner in which to offer and sell the Units so as to ensure that the offering and sale thereof will comply with the securities laws of any jurisdiction in which Securities are offered by the Placement Agent, and the Placement Agent will not intentionally take make an offer of Securities in any action jurisdiction in which the Company advises it in writing that such offer would be unlawful for the Placement Agent to offer or sell securities. (c) The Placement Agent is: (i) a registered broker-dealer under the Exchange Act; (ii) a member in good standing of the NASD; and (iii) registered as a broker-dealer in each jurisdiction in which it reasonably believes is required to be registered as such in order to offer and sell the Units in such jurisdiction. (d) The Placement Agent has not and will not make an offer of Units (or of any securities, the offering of which may be integrated with the Placement) on the basis of any communications or documents relating to the Company or the Units except the Securities Purchase Agreement and the exhibits thereto and documents described or referred to therein and annexes. Without limiting the generality of the foregoing, the Placement Agent has not and will not make any representation as to any rate of return on investment that an offeree may obtain from the ownership of the Securities other than as set forth in the Securities Purchase Agreement. The Placement Agent will deliver a copy of the Securities Purchase Agreement to each prospective Investor solicited by it or, in the case of amendments or supplements to the Securities Purchase Agreement (other than those amendments and supplements approved in writing by the Company but designated in writing as not subject to this requirement), prior to such offeree's execution of an acknowledgment of receipt of such amendment or supplement and reconfirmation of intent to subscribe. (e) The Placement Agent has not and will not knowingly make an offer of Units on behalf of the Company, or of any securities, the offering of which may be integrated with the Placement, by any form of general solicitation or general advertising in violation of Rule 502(c) of Regulation D such as would cause the Offering offering of Units not to violate the provisions qualify under Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"), a transaction exempt from Section 5 thereof. The Placement Agent has not and will not supply in writing for inclusion in the Securities Exchange Act Purchase Agreement or any related sales materials any information relating to the Placement Agent containing any untrue statement of 1934 (a material fact or omitting to state any material fact required to be stated therein or necessary to make such information, in light of the "1934 Act")circumstances under which it is used, the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdictionnot misleading. (vf) The Placement Agent is a member will periodically notify the Company of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states jurisdiction in which the Securities are being offered by it or will be offered or sold by it pursuant to this Agreement, and will periodically notify the Placement Agent unless an exemption for such state registration is available Company of the status of the offering conducted pursuant to the Placement Agentthis Agreement. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to Such notices will be accompanied by copies of all filings made by the Placement Agent's participation counsel in each such jurisdiction so as to enable the OfferingCompany to timely comply with its filing obligations under applicable state laws. (g) The Placement Agent has delivered or caused to be delivered (or will so deliver prior to the applicable closing date) the Securities Purchase Agreement to each prospective Investor.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as followsagrees with the Trust, for its benefit that: (ia) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or duly formed and validly existing limited liability company under the laws of the State of Delaware and has the requisite power and authority to conduct its business as contemplated by which its organizational documents; (b) the execution, delivery and performance of this Agreement by the Placement Agent or its properties are boundhas been duly authorized by all necessary action, or any judgmentand upon execution and delivery hereof, decreethis Agreement will be a valid, order or, to binding and enforceable obligation of the Placement Agent's knowledge, any statute, rule or regulation applicable to ; (c) the Placement Agent. This Agent will offer the Shares for sale and will solicit offers to buy the Shares only in compliance with the procedures described in the Registration Statement, the Prospectus and this Agreement when executed and delivered in accordance with applicable law; (d) without the prior consent of the Trust, no steps will be taken by the Placement Agent to qualify the Shares for sale in any jurisdiction outside of the United States; (e) neither the Placement Agent, will constitute the legal, valid and binding obligations nor any person acting on behalf of the Placement Agent, enforceable shall offer the Shares in accordance with their respective termsany jurisdiction, except to in compliance with the extent that applicable law in any such jurisdiction in which such offering is made; (af) the enforceability hereof Placement Agent will notify the Trust promptly of any occurrence of which it becomes aware which is material in the context of the offering and sale of the Shares, including any event which shall lead the Placement Agent to reasonably believe that the Registration Statement, the Prospectus or thereof any of the Marketing Materials is or will be misleading in any material respect, or which affects any of the representations, warranties, agreements and indemnities by the Placement Agent contained in this Agreement (or which would have affected any of the same if this Agreement had been entered into immediately thereafter), and will take such steps as may be limited reasonably requested by bankruptcy, insolvency, reorganization, moratorium or similar laws from time the Trust to time in effect and affecting remedy and/or publicize the rights of creditors generally, same; (bg) the enforceability hereof or thereof is subject Placement Agent will ensure that all of its associated persons involved in offering and selling the Shares have all necessary licenses and registrations to general principles of equity, or do so under applicable law; (ch) the indemnification provisions hereof or thereof may be held Placement Agent is registered under the Exchange Act, as a broker-dealer and is a member of FINRA and will comply with all applicable rules and regulations related to be in violation of public policy. (iii) Upon receipt providing the services hereunder. The Placement Agent has, and execution will maintain during the term of this Agreement, all licenses and registrations necessary under applicable federal and state laws, rules and regulations, including the rules and regulation of any self-regulatory organization (including FINRA) with competent jurisdiction, to provide the services required to be provided by the Placement Agent hereunder; (i) the Placement Agent will promptly forward copies of this Agreement deliver or cause to be delivered to each potential investor, prior to the Company or its counsel and time of any purchase of Shares, a copy of the Investor or its counsel.Prospectus; and (ivj) The the Placement Agent will not intentionally take require any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, other person appointed as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Sub-Placement Agent is a member of to offer the National Association of Securities DealersShares for sale, Inc.or solicit offers to buy the Shares, only in accordance with this Agreement and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation procedures described in the OfferingRegistration Statement and the Prospectus.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary corporate power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder there under (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in compliance in all material compliance respects with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's ’s knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "“1933 Act"”), the Securities Exchange Act of 1934 (the "“1934 Act"”), the respective rules and regulations promulgated thereunder (the "“Rules and Regulations"”) or applicable "“Blue Sky" ” laws of any state or jurisdiction. (v) The Placement Agent is a member in good standing of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's ’s participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Securities Act"), the Securities Exchange Act of 1934 (the "1934 Exchange Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Exchange Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule rule, or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium moratorium, or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ActACT"), the Securities Exchange Act of 1934 (the "1934 ActACT"), the respective rules and regulations promulgated thereunder there under (the "Rules and RegulationsRULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an accredited investor and (b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any check, note, draft, or other means of payment for the Common Stock will be honored, paid, or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an accredited investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power authority to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's ’s knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "“1933 Act"ACT”), the Securities Exchange Act of 1934 (the "“1934 Act"ACT”), the respective rules and regulations promulgated thereunder there under (the "Rules and Regulations"“RULES AND REGULATIONS”) or applicable "“Blue Sky" ” laws of any state or jurisdiction. (v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and (b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any cheek, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent’s obligations and the accuracy of the Placement Agent’s representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state “Blue Sky” law or (2) the Investor is an Accredited Investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's ’s participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent hereby represents, warrants and covenants to the Company as of the date hereof, and as of each Closing Date, as follows: (ia) The With respect to the Common Warrants and Common Warrant Shares to be offered and sold in the Private Placement Agent has in reliance on Rule 506 under the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent Securities Act, none of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, any general partner or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations managing member of the Placement Agent, enforceable or any director, executive officer or other officer participating in accordance with their respective termsthe Offering of the Placement Agent or the general partner or managing member of the Placement Agent (any such person, except to the extent that (aa “Placement Agent Covered Person”) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles any of equitythe “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (c) d)(3). The Placement Agent has exercised reasonable care to determine whether any Placement Agent Covered Person is subject to a Disqualification Event. The Placement Agent has furnished to the indemnification provisions hereof or thereof may be held to be Company a copy of any disclosures required in violation of public policyconnection with any Placement Agent Covered Person under Rule 506(e). (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (ivb) The Placement Agent will notify the Company in writing, prior to the Closing Date of (x) any Disqualification Event relating to any Placement Agent Covered Person and (y) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Covered Person, in each case, of which the Placement Agent has knowledge. (c) The Placement Agent understands and acknowledges that the Common Warrants and Common Warrant Shares have not intentionally take any action that it reasonably believes would cause been and will not be registered under the Offering to violate Securities Act (except as contemplated in the provisions Purchase Agreement) and may not be offered or issued, except in compliance with the registration requirements of the Securities Act of 1933or pursuant to an exemption from, as amended (the "1933 Act")or in a transaction not subject to, the registration requirements of the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (vd) The Placement Agent is a member agrees that neither it nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the National Association meaning of Securities Dealers, Inc., and is a broker-dealer registered as such Section 502(c) under the 1934 Act and Securities Act) in connection with the Private Placement or attempt to place any Common Warrants or Common Warrant Shares outside the United States to non-U.S. persons (as that term is defined in Regulation S under the securities laws Securities Act) by means of any directed selling efforts (within the states in which meaning of Regulation S. (e) The Placement Agent agrees that other than the Securities will be offered Registration Statement, the Base Prospectus, any Prospectus Supplement, any amendment or sold by supplement thereto and any Permitted Free Writing Prospectus (the “Public Offering Materials”), the Placement Agent unless (including its agents and representatives) has not made, used or referred to and will not make, use or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an exemption for such state registration is available offer to sell or solicitation of an offer to buy the Placement Agent. The Placement Agent is Securities other than the Public Offering Materials and any other written communications approved in material compliance with advance by the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the OfferingCompany.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) A. The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated herebyhereby and thereby. (ii) B. The execution and delivery by the Placement Agent of this Agreement Agreement, and the consummation of the transactions contemplated herein and therein, will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's ’s knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement Assuming the due authorization, execution, delivery and performance by the Company, this Agreement, when executed and delivered by the Placement Agent, will constitute the a legal, valid and binding obligations obligation of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (ai) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (bii) the enforceability hereof or thereof is subject to general principles of equity, or (ciii) the indemnification provisions hereof or thereof may be held to be in violation violative of public policy. (iii) Upon receipt and execution of this Agreement, the C. The Placement Agent will promptly forward copies deliver to each purchaser of this Agreement Shares, prior to any submission by such person of a written offer relating to the Company purchase of the Shares, a copy of the Offering Documents as they may have been most recently amended or its counsel and supplemented by the Investor or its counselCompany. (iv) D. The Placement Agent will not deliver the Offering Documents to any person it does not reasonably believe to be an Accredited Investor. E. The Placement Agent (i) will not intentionally take any action that which it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 1934, as amended (the "1934 “Exchange Act"”), the respective rules and regulations promulgated thereunder (the "“Rules and Regulations") ”), or applicable "Blue Sky" Sky laws of any state or jurisdictionjurisdiction and (ii) will comply with Rule 502(c) of Regulation D under the Securities Act. F. The Placement Agent shall use all reasonable efforts to determine whether any prospective purchaser is a qualified Accredited Investor. The Placement Agent shall have no obligation to insure that (vi) any check, note, draft or other means of payment for the Shares will be honored, paid or enforceable against the subscriber in accordance with its terms, or (ii) subject to the performance of the Placement Agent’s obligations and the accuracy of the Placement Agent’s representations and warranties hereunder, (a) the Offering is exempt from the registration requirements of the Securities Act or any applicable state “Blue Sky” law or (b) any prospective purchaser is a qualified Accredited Investor. G. The Placement Agent is a member of the National Association of Securities Dealers, Inc., FINRA and is a broker-dealer registered as such under the 1934 Exchange Act and under the securities laws of the states in which the Securities Shares will be offered or sold by the Placement Agent Agent, unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's ’s participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power authority to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's ’s knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "“1933 Act"ACT”), the Securities Exchange Act of 1934 (the "“1934 Act"ACT”), the respective rules and regulations promulgated thereunder there under (the "Rules and Regulations"“RULES AND REGULATIONS”) or applicable "“Blue Sky" ” laws of any state or jurisdiction. (v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and (b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent’s obligations and the accuracy of the Placement Agent’s representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state “Blue Sky” law or (2) the Investor is an Accredited Investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's ’s participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective respectie rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities -------- Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations -------- promulgated thereunder (the "Rules and Regulations") or applicable "Blue ---------------------- Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power authority to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's ’s knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability en forceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "“1933 Act"ACT”), the Securities Exchange Act of 1934 (the "“1934 Act"ACT”), the respective rules and regulations promulgated thereunder there under (the "Rules and Regulations"“RULES AND REGULATIONS”) or applicable "“Blue Sky" ” laws of any state or jurisdiction. (v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and (b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any cheek, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent’s obligations and the accuracy of the Placement Agent’s representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state “Blue Sky” law or (2) the Investor is an Accredited Investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's ’s participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. 1. The Placement Agent represents, warrants and covenants as follows: (i) i. The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) . The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations obligation of the Placement Agent, enforceable in accordance with their respective its terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) . Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) . The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction, including without limitation by engaging in any form of general solicitation in connection with the Offering or by violating the provisions of Rules 3b-3, 10a-1, and 10a-2 under the 1934 Act or any amendments thereto or replacements therefore. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering. (ii) The fees to be received by the Placement Agent hereunder comply with all requirements of the National Association of Securities Dealers, Inc., including without limitation, all regulations regarding underwriting compensation.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary corporate power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ActACT"), the Securities Exchange Act of 1934 (the "1934 ActACT"), the respective rules and regulations promulgated thereunder (the "Rules and RegulationsRULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and (b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any check, note draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (ia) The Placement Agent is duly incorporated and validly existing and in good standing under the laws of the state of its incorporation. (b) The Placement Agent is a broker-dealer registered as such under the Securities Exchange Act of 1934 and is a member in good standing of the NASD. (c) Sales of Units by the Placement Agent or members of its selling group will only be made in such jurisdictions in which the Placement Agent is a registered broker-dealer or where an applicable exemption from such registration exists. (d) Offers and sales of Units by the Placement Agent or any members of its selling group will be made solely to accredited investors in compliance with the provisions of Rule 502(c) of Regulation D, and to non-U.S. investors, and the Placement Agent will furnish to each investor a copy of the Offering Documents prior to accepting any payments for Units. (e) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (iif) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions herein contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement Agreement, when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations obligation of the Placement Agent, enforceable in accordance with their respective its terms, except to the extent that (ai) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, ; (bii) the enforceability hereof or thereof is subject to general principles of equity, or (ciii) the indemnification provisions hereof or thereof may be held to be in violation violative of public policy. (iiig) The Placement Agent will deliver to each purchaser, prior to any submission by such person of a written offer to purchase any Units, a copy of the Memorandum, as it may have been most recently amended or supplemented by the Company. (h) Upon receipt of an executed Subscription Agreement and execution of this Agreementthe payments representing subscriptions for Units, the Placement Agent will promptly forward copies of this Agreement the subscription documents to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption shall forward all consideration received for such state registration is available Units to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation escrow agent specified in the OfferingMemorandum to be held in escrow.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent representshereby represents and warrants to, warrants and covenants with, the Company that: (a) This Agreement has been duly authorized, executed and delivered by the Placement Agent and constitutes the legal, valid and binding obligation of the Placement Agent, enforceable against it in accordance with its terms, except insofar as followsenforcement of the indemnification or contribution provisions hereof may be limited by applicable laws or principles of public policy and subject, as to enforcement, to the availability of equitable remedies and limitations imposed by bankruptcy, insolvency, reorganization and other similar laws and related court decisions relating to or affecting creditors' rights generally. (b) The Placement Agent will cooperate with the Company to ensure that the offering and sale of the Units will comply with the requirements of the Securities Act, including, without limitation, the general conditions contained in Regulation D and the federal securities laws, and will follow the reasonable advice of the Company with respect to the manner in which to offer and sell the Units so as to ensure that the offering and sale thereof will comply with the securities laws of any jurisdiction in which Securities are offered by the Placement Agent, and the Placement Agent will not make an offer of Securities in any jurisdiction in which the Company advises it in writing that such offer would be unlawful for the Placement Agent to offer or sell securities. (c) The Placement Agent is: (i) a registered broker-dealer under the Exchange Act; (ii) a member in good standing of the NASD; and (iii) registered as a broker-dealer in each jurisdiction in which it is required to be registered as such in order to offer and sell the Units in such jurisdiction. (d) The Placement Agent has not and will not make an offer of Units (or of any securities, the offering of which may be integrated with the Placement) on the basis of any communications or documents relating to the Company or the Units except the Memorandum and the exhibits thereto and documents described or referred to therein (including the Subscription Documents), and the cover letters referred to in Section 2 hereof. Without limiting the generality of the foregoing, the Placement Agent has not and will not make any representation as to any rate of return on investment that an offeree may obtain from the ownership of the Securities other than as set forth in the Memorandum. The Placement Agent will deliver a copy of the Memorandum to each prospective Investor solicited by it prior to such offeree's execution of the Subscription Documents or, in the case of amendments or supplements to the Memorandum (other than those amendments and supplements approved in writing by the Company but designated in writing as not subject to this requirement), prior to such offeree's execution of an acknowledgment of receipt of such amendment or supplement and reconfirmation of intent to subscribe. (e) The Placement Agent has not and will not knowingly make an offer of Units on behalf of the Company, or of any securities, the offering of which may be integrated with the Placement, by any form of general solicitation or general advertising in violation of Rule 502(c) of Regulation D such as would cause the offering of Units not to qualify under Section 4(2) of the Securities Act as a transaction exempt from Section 5 thereof. The Placement Agent has not and will not supply in writing for inclusion in the Memorandum or any related sales materials any information relating to the Placement Agent containing any untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make such information, in light of the circumstances under which it is used, not misleading. (f) The Placement Agent will not transmit to the Company any written offer from an offeree to purchase Securities unless, immediately prior thereto, it reasonably believes that: (i) the offeree is an Accredited Investor; and (ii) the offeree meets all other offeree and/or purchaser suitability standards, if any, required under applicable securities laws and regulations. (g) The Placement Agent will exercise reasonable care to determine that prospective Investors are not "underwriters" within the meaning of Section 2(11) of the Securities Act, and in that connection will obtain from each investor purchasing Securities in the Placement duly executed Subscription Documents, in the forms attached to the Memorandum or otherwise provided to the Placement Agent by the Company with the approval of the Placement Agent and its counsel. (h) The Placement Agent will periodically notify the Company of the jurisdiction in which the Securities are being offered by it or will be offered by it pursuant to this Agreement, and will periodically notify the Company of the status of the offering conducted pursuant to this Agreement. Such notices will be accompanied by copies of all filings made by the Placement Agent's counsel in each such jurisdiction so as to enable the Company to timely comply with its filing obligations under applicable state laws. (i) The Placement Agent has the necessary power delivered or caused to enter into this Agreement and to consummate the transactions contemplated hereby. be delivered (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein or will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, so deliver prior to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (aclosing date) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time Memorandum to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policyeach prospective Investor. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent theextent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ActACT"), the Securities Exchange Act of 1934 (the "1934 ActACT"), the respective rules and regulations promulgated thereunder there under (the "Rules and RegulationsRULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and (b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants warrants, covenants and covenants agrees with the Company as follows: (ia) The With respect to the Securities to be offered and sold in the Private Placement Agent has in reliance on Rule 506 under the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent Securities Act, none of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, any general partner or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations managing member of the Placement Agent, enforceable or any director, executive officer or other officer participating in accordance with their respective termsthe Offering of the Placement Agent or the general partner or managing member of the Placement Agent (any such person, except to the extent that (aa “Placement Agent Covered Person”) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles any of equitythe “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (c) d)(3). The Placement Agent has exercised reasonable care to determine whether any Placement Agent Covered Person is subject to a Disqualification Event. The Placement Agent has furnished to the indemnification provisions hereof or thereof may be held to be Company a copy of any disclosures required in violation of public policyconnection with any Placement Agent Covered Person under Rule 506(e). (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (ivb) The Placement Agent will notify the Company in writing, prior to the Closing Date of (x) any Disqualification Event relating to any Placement Agent Covered Person and (y) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Covered Person, in each case, of which the Placement Agent has knowledge. (c) The Placement Agent understands and acknowledges that the Securities (other than the registered Shares) have not intentionally take any action that it reasonably believes would cause been and will not be registered under the Offering to violate Securities Act (except as contemplated in the provisions Securities Purchase Agreement) and may not be offered or issued, except in compliance with the registration requirements of the Securities Act of 1933or pursuant to an exemption from, as amended (the "1933 Act")or in a transaction not subject to, the registration requirements of the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (vd) The Placement Agent is a member agrees that neither it nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the National Association meaning of Securities Dealers, Inc., and is a broker-dealer registered as such Section 502(c) under the 1934 Act and Securities Act) in connection with the Private Placement or attempt to place any Securities outside the United States to non-U.S. persons (as that term is defined in Regulation S under the securities laws Securities Act) by means of any directed selling efforts (within the states in which meaning of Regulation S). (e) The Placement Agent agrees that other than the Securities will be offered Registration Statement, the Base Prospectus, any Prospectus Supplement, any amendment or sold by supplement thereto and any Permitted Free Writing Prospectus (the “Public Offering Materials”), the Placement Agent unless (including its agents and representatives) has not made, used or referred to and will not make, use or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an exemption for such state registration is available offer to sell or solicitation of an offer to buy the Placement Agent. The Placement Agent is Securities other than the Public Offering Materials and any other written communications approved in material compliance with advance by the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the OfferingCompany.

Representations, Warranties and Covenants of the Placement Agent. A. The CRI, its affiliates and any person acting on its or their behalf (the “Placement Agent representsParties”) hereby represent and warrant to, warrants and covenants as followscovenant with, the Company that: (ia) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery Securities offered by the Placement Agent have been and will be offered and sold in compliance with all federal and state securities laws and regulations governing the registration and conduct of this Agreement broker-dealers, and each Placement Agent Party making an offer or sale of Securities was or will be, at the consummation time of any such offer or sale, registered as a broker-dealer or representative under Section 15(b) of the transactions contemplated herein will not result Exchange Act, and under the laws of each state of the United States where offers are made (unless exempted from the respective state’s broker-dealer and agent registration requirements), and in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which good standing with FINRA; (b) The Securities offered and sold by the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, have been and will be offered and sold only to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable Accredited Investors in accordance with their respective termsRule 506(b) of Regulation D and applicable state securities laws; provided, except however, that the Company shall make all necessary filings under Rule 503 of Regulation D and such similar notice filings under applicable state securities laws. The Placement Agent Parties represent and warrant that they have reasonable grounds to believe and do believe that each person to whom a sale, offer or solicitation of an offer to purchase Securities was or will be made was and is an Accredited Investor. Prior to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time sale and delivery of Securities to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreementany such investor, the Placement Agent Parties will promptly forward copies of this Agreement obtain an executed securities purchase agreement in the form agreed upon by the Company and the Placement Agent and included as an exhibit to the Company or its counsel and Memorandum (the Investor or its counsel“Subscription Agreement”). (ivc) The (i) Sales of the Securities by the Placement Agent will not intentionally take any action that it reasonably believes would cause be made only in such jurisdictions in which: (A) the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under all applicable federal and state laws governing broker-dealers; and (B) the 1934 Act Placement Agent has been advised by counsel that the offering and under the securities laws sale of the states in which Securities is registered under, or is exempt from registration under, applicable laws. (ii) offers and sales of the Securities will be offered or sold by the Placement Agent unless will be made in compliance with the provisions of Regulation D and/or Section 4(a)(2) of the Securities Act, and the Placement Agent shall furnish to each Offeree a copy of the Memorandum (including all Schedules and Exhibits thereto) prior to accepting any subscriptions for Securities. (d) In connection with the offers and sales of the Securities, the Placement Agent Parties have not and will not: (i) Offer or sell, or solicit any offer to buy, any Securities by any form of “general solicitation” or “general advertising”, as such terms are used in Regulation D, or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; (ii) Use any written material other than the Memorandum, a copy of which is attached as Exhibit C , and the Subscription Agreement, and shall only rely upon and communicate information that is publicly available regarding the Company to any Offeree (without limiting the foregoing, none of the Placement Agent Parties is authorized to make any representation or warranty to any Offeree concerning the Company or an exemption for such state registration is available investment in the Securities); or (iii) Take any action that would constitute a violation of Regulation M under the Exchange Act. (e) The Placement Agent will periodically notify the Company of the jurisdictions in which it intends to offer or offers the Securities under this Agreement, and will periodically notify the Company of the status of the Offering. (f) The Placement Agent shall cause each affiliate or each party acting on its or their behalf with whom they enter into contractual arrangements relating to the offer and sale of any Securities to agree, for the benefit of the Company, to the same provisions contained in this Agreement. (g) None of the Placement AgentAgent or any person associated with the Placement Agent who is or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering, or any director, executive officer or other officer of the Placement Agent participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”). The Placement Agent is in material compliance with the rules and regulations applicable has exercised reasonable care to the determine whether any Placement Agent generally and applicable Covered Person is subject to the Placement Agent's participation in the Offeringa Disqualification Event.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's ’s knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations obligation of the Placement Agent, enforceable in accordance with their respective its terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "“1933 Act"ACT”), the Securities Exchange Act of 1934 (the "“1934 Act"ACT”), the respective rules and regulations promulgated thereunder there under (the "Rules and Regulations"“RULES AND REGULATIONS”) or applicable "“Blue Sky" ” laws of any state or jurisdiction. (v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and (b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent’s obligations and the accuracy of the Placement Agent’s representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state “Blue Sky” law or (2) the Investor is an Accredited Investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's ’s participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein does not and will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The This Agreement has been duly and validly authorized by the Placement Agent representsand is a valid and binding agreement of the Placement Agent, warrants and covenants as follows: enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) the exercise of judicial or administrative discretion in accordance with general equitable principles or public policy, (iii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iv) insofar as indemnification and contribution provisions may be limited by applicable laws. The Placement Agent has the necessary power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) B. The Placement Agent is a limited liability company duly organized and validly existing under the laws of the State of Delaware; the execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions herein contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any material agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, bound or any judgment, decree, order or, to the Placement Agent's ’s knowledge, any material statute, rule or regulation applicable to it. C. The information contained in the Subscription Documents relating to the Placement Agent. This Agreement when executed Agent is complete and delivered correct and does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements thereto, in light of the circumstances under which they were made, not misleading. D. The Placement Agent will deliver, or will obtain the agreement of selected dealers that they will deliver, to each purchaser, prior to any submission by such persons of a written offer to purchase any Securities, a copy of the Subscription Documents, as such documents may have been most recently amended or supplemented by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policyCompany. (iii) E. Upon receipt of executed Subscription Documents and execution of this Agreementthe payments representing subscriptions for such Securities, the Placement Agent will promptly forward copies of this Agreement the Subscription Documents to the Company or its counsel and shall forward all payments for such Securities to the Investor or its counselEscrow Agent. (iv) F. The Placement Agent will not intentionally deliver the Subscription Documents to any person it does not reasonably believe to be an Accredited Investor as defined in Regulation D. G. The Placement Agent will not take any action that it reasonably believes would cause the Offering to violate the provisions of Regulation D or the Securities Act Act. H. The Placement Agent shall have no obligation to insure that (a) any check, note, draft or other means of 1933payment for any Debentures will be honored, as amended paid or enforceable against the subscriber in accordance with its terms or (b) subject to the "1933 Act")performance of the Placement Agent’s obligations and the accuracy of the Placement Agent’s representations and warranties hereunder, the Securities Exchange Offering is exempt from the registration requirements of the Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or any applicable "Blue Sky" laws of any state or jurisdictionforeign “blue sky” law. (v) I. Nothing contained herein shall be deemed to constitute a representation or warranty by the Placement Agent with respect to the Company’s compliance with the provisions of Regulation D or the Act. J. The Placement Agent is a member of the National Association of Securities Dealers, Inc., Inc. (the “NASD”) and is a broker-dealer registered as such duly permitted under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the NASD rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation act in the Offeringits capacity recited herein.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) : The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) . The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's ’s knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) . Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) . The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "“1933 Act"”), the Securities Exchange Act of 1934 (the "“1934 Act"”), the respective rules and regulations promulgated thereunder (the "“Rules and Regulations"”) or applicable "“Blue Sky" ” laws of any state or jurisdiction. (v) . The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's ’s participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder there under (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and (b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering. (vii) The Placement Agent has such knowledge and experience in financial, tax and business matters as to be capable of evaluating the merits and risks of, bearing the economic risks entailed by an investment in the Company and protecting its interests in connection with this transaction. It recognizes that its investment in the Company involves a high degree of risk. (viii) The Placement Agent acknowledges that it had the opportunity to review this Agreement and the transactions contemplated by this Agreement with his or its own counsel and investment and tax advisors. The Placement Agent is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement and the securities laws of any jurisdictions (ix) The securities are being acquired by the Placement Agent for its account, for investment and without any view to the distribution, assignment or resale to others or fractionalization in whole in part. The Placement agrees not to assign or in any way transfer the Placement Agent's rights to the securities or any interest therein and acknowledges that the Company will not recognize assignment or transfer except in accordance with applicable Federal and state securities laws. No other person has or will have a direct or indirect beneficial interest in the securities. The Placement Agent agrees not to sell, hypothecate or otherwise transfer the Placement Agent's securities unless the securities are registered under Federal and applicable state securities laws or unless, an exemption from such laws are available. (x) The Placement Agent is an "Accredited Investor" as that term is defined in Rule 501(a)(3) of Regulation D of the Securities Act. (xi) The Placement Agent and its advisors (and its counsel), if any, have been furnished with all materials relating to the business, finances and operations of the Company and information it deemed material to making an informed investment decision. The Placement Agent and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its management. Neither such inquiries nor any other due diligence investigations conducted by such Placement Agent or its advisors, if any, or its representatives shall modify, amend or affect the Placement Agent's right to rely on the Company's representations and warranties contained in this Agreement. The Placement Agent understands that its investment involves a high degree of risk. The Placement Agent is in a position regarding the Company, which, based upon employment, family relationship or economic bargaining power, enabled and enables such Placement Agent to obtain information from the Company in order to evaluate the merits and risks of this investment. The Placement Agent has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment decision with respect to this transaction. (xii) The Placement Agent and its counsel has received and read in their entirety: (i) this Agreement and the Exhibits annexed hereto; (ii) all due diligence and other information necessary to verify the accuracy and completeness of such representations, warranties and covenants; (iii) the Company's Form 10-KSB for the year ended year ended December 31, 2001 and Form lO-QSB for the periods ended June 30, 2001 and September 30, 2001; and (iv) answers to all questions the Placement Agent submitted to the Company regarding an investment in the Company; and the Placement Agent acknowledges it has relied on the information contained therein and has not been furnished any other documents, literature, memorandum or prospectus. (xiii) The Placement Agent is not an officer, director or a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the Company or any "Affiliate" of the Company (as that term is defined in Rule 405 of the Securities Act). Neither the Placement Agent nor its Affiliates has an open short position in the Common Stock of the Company, and the Placement Agent agrees that it will not and that it will cause its Affiliates not to, engage in any short sales of or hedging transactions with respect to the Common Stock.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as followsto the Company that: (ia) The Placement Agent has is a corporation duly organized, validly existing and in good standing under the necessary laws of the State of Arizona, with all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.carry out its obligations hereunder; (iib) The execution This Agreement has been duly authorized, executed and delivery delivered by the Placement Agent and is a valid and binding agreement on the part of the Placement Agent, except as its enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws from time to time in effect affecting creditors' rights generally or by principles governing the availability of equitable remedies. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and those contemplated by the Memorandum will not result in a material violation or breach of any violation of, of the terms or be in conflict with, conditions of or constitute a default underunder any indenture, any agreement agreement, judgment, decree, order or other instrument to which the Placement Agent is a party or by which default would have a Material Adverse Effect upon the Placement Agent or its properties are boundbusiness, or, assuming the accuracy of the representations and warranties of the Company made herein, violate any law or any judgmentorder directed to the Placement Agent of any court or any federal or state regulatory body or administrative agency having jurisdiction over the Placement Agent. (d) The Placement Agent is duly registered pursuant to the provisions of the Exchange Act as a broker-dealer and is a member in good standing of the National Association of Securities Dealers, decreeInc. ("NASD") and is duly registered as a broker-dealer in those states in which it is required to be so registered in order to carry out the Offering contemplated by the Memorandum. (e) The Placement Agent will conduct the Offering in compliance with applicable Securities Laws and Regulations and in this regard it will: (i) During the course of the Offering, order ormake every reasonable effort to avoid making representations other than those set forth in the Memorandum, and to the extent any representations other than those set forth in the Memorandum are made, not to make any untrue statements of a material fact or omit to state a material fact required to be stated or necessary to make any statement made not misleading concerning the Offering or the Company or any matters set forth in or contemplated by the Memorandum not misleading; (ii) Not offer, offer for sale or sell the Units by any means prohibited by applicable Securities Laws and Regulations; (iii) Limit its offer and sale of the Units to persons who it has reasonable grounds to believe, based upon representations by those investors, are accredited investors, and maintain for the Placement Agent's knowledgebenefit and for the benefit of the Company, memoranda and other appropriate records substantiating the foregoing; (iv) Prior to the sale of any statuteof the Units, rule have reasonable grounds to believe, based upon representations by those investors, that each subscriber alone or regulation applicable together with such subscriber's duly appointed purchaser representative, if any, meets the suitability standards set forth in the Memorandum; (v) Distribute no sales materials to prospective investors, other than the Memorandum; (vi) Provide each investor with a copy of the Memorandum during the course of the Offering prior to the investor executing a Unit Purchase Agreement; and (vii) Until the Closing Date (as defined below), if any event affecting the Company should occur which the Company, or its counsel, or the Placement Agent or its counsel believe should be set forth in a supplement or amendment to the Memorandum, the Placement Agent shall promptly distribute such supplement or amendment to the Memorandum to persons who have previously received a copy of the Memorandum from the Placement Agent and who continue to be interested in the Company, and the Placement Agent shall include such supplement or amendment in all further deliveries of the Memorandum. The Company shall, at its own expense, promptly prepare and furnish to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations Agent a reasonable number of the Placement Agent, enforceable in accordance with their respective terms, except copies of each such supplement or amendment to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policyMemorandum for such distribution. (iiif) Upon receipt of an executed Unit Purchase Agreement and execution of this Agreementthe payments representing subscriptions for Units, the Placement Agent will promptly forward copies of this the Unit Purchase Agreement (together with all consideration received for such Units, as applicable) to the Company or its counsel and the Investor or its counsel. (ivg) The Placement Agent will not intentionally take any action that which, assuming the Company's representation in Section (2) hereof is correct, it reasonably believes would cause the Offering to violate the provisions of the Securities Act, the Securities and Exchange Act of 19331934, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 ActEXCHANGE ACT"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" Sky laws of any state or jurisdiction. (vh) The Placement Agent shall use commercially reasonable efforts to determine (i) whether any prospective purchaser is an Accredited Investor (or qualified non-Accredited Investor) and (ii) that any material information furnished by a member of prospective investor is true and accurate. Except as set forth in the National Association of Securities Dealersimmediately preceding sentence, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption shall have no obligation to insure that any check, note, draft or other means of payment for such state registration is available to the Placement Agent. The Placement Agent is Units will be honored, paid or enforceable against the subscriber in material compliance accordance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offeringits terms.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent representsrepresents and warrants to, warrants and covenants as followsagrees with, the Company that: (ia) The Placement Agent is duly organized and is validly existing and in good standing as a limited liability company under the laws of the State of Delaware, with power and authority to perform its obligations under this Agreement; it is a broker-dealer registered and in good standing under the Exchange Act and under the securities or Blue Sky laws of each state in which the Units are being offered or sold by it, and it is a member in good standing of the FINRA and will comply with NASD Conduct Rule 2740 and all other applicable federal or state securities laws and FINRA and NASD rules and regulations. (b) The Placement Agent has received the necessary power representations and warranties of each other Agent that such Agent is (a) a member in good standing of the FINRA and will comply with NASD Conduct Rule 2740 and all other applicable federal or state securities laws and FINRA and NASD rules and regulations, or (b) a foreign dealer or institution that is not eligible for membership in the FINRA and that has agreed (i) not to enter into this Agreement sell Securities within the United States of America, its territories or possessions or to persons who are citizens thereof or residents therein; (ii) that any and all sales of Securities shall be in compliance with Rule 2110-01 of the NASD’s Conduct Rules; (iii) to comply, as though it were a member of the FINRA, with Rules 2730, 2740 and 2750 of the NASD’s Conduct Rules, and to consummate the transactions contemplated herebycomply with Rule 2420 thereof as that Rule applies to a non-member broker or dealer in a foreign country. (iic) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, There are no legal or be in conflict with, or constitute a default under, any agreement or instrument governmental proceedings pending to which the Placement Agent R▇▇▇▇▇ is a party or by of which the Placement Agent or any of its properties are bound, or any judgment, decree, order is the subject or, to the Placement Agent's its knowledge, threatened, which, if determined adversely to R▇▇▇▇▇, would individually or in the aggregate materially and adversely affect R▇▇▇▇▇’▇ ability to perform R▇▇▇▇▇’▇ obligations under this Agreement. (d) No consent, approval, authorization or order of any statutecourt or governmental authority or agency is required for the performance by R▇▇▇▇▇ of its obligations under this Agreement, rule except such as may be required by the FINRA or regulation applicable to the Placement Agent. under Regulation D or state securities or Blue Sky laws. (e) This Agreement when has been duly and validly executed and delivered by the Placement Agent, will constitute the or on behalf of R▇▇▇▇▇ and constitutes a legal, valid valid, and binding obligations obligation of the Placement Agent, R▇▇▇▇▇ enforceable in accordance with their respective its terms, except to the extent that its enforceability is limited by (a) the enforceability hereof or thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar other laws from time of general application relating to time in effect and or affecting the enforcement of creditors’ rights of creditors generally, and (b) laws relating to the enforceability hereof or thereof is subject to general principles availability of equityspecific performance, injunctive relief, or (c) other equitable remedies and except as enforceability of the indemnification indemnity and contribution provisions contained in Section 7 hereof or thereof may be held to be in violation limited by applicable law or principles of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (ivf) The Placement Agent will not intentionally take any action that it reasonably believes would cause shall not, without the Offering to violate the provisions prior written consent of the Securities Act Company, which consent shall not be unreasonably withheld, engage any sub-placement agent and/or selected dealer for the purpose of 1933placing the Securities, as amended (the "1933 Act")other than C▇▇▇▇▇ Securities, the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules Inc. and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities DealersFordham Financial Management, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) i. The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) . The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) . Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) . The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) v. The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (ia) The Placement Agent has is duly organized and validly existing and in good standing as a corporation under the necessary laws of the country of Isle of Man with full and adequate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated herebyAgreement. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) In offering the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this AgreementUnits, the Placement Agent will promptly forward copies of this Agreement shall deliver (or direct the Company to deliver) to each prospective purchaser, prior to the Company or its counsel and Company's acceptance of any subscription from such prospective purchaser, the Investor or its counsel. (iv) appropriate Offering Documents. The Placement Agent will not intentionally take any action that it reasonably believes would cause engage in a general solicitation or employ general advertising in connection with the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdictionOffering. (vc) The Placement Agent is a member of shall conduct the National Association of Securities DealersOffering and ensure that its designees and any Selected Dealers designated by the Placement Agent conduct the Offering in compliance with applicable United States securities laws, Inc.so as to preserve the exemption provided under Regulation S under the Act and any applicable rules or regulations promulgated thereunder, and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the any other relevant jurisdictions. The Placement Agent agrees that all offers and sales of Units or any securities constituting or underlying such Units made by it pursuant to the Offering Documents prior to the expiration of the one year distribution compliance period set forth in Rule 903(c)(3)(iii) of Regulation S under the Act shall be made only in accordance with either (i) the provisions of Rule 903 or 904 of Regulation S under the Act, (ii) pursuant to registration of the such securities under the Act, or (iii) pursuant to an available exemption from the registration requirements of the Act. The Placement Agent further agrees (and agrees that it will require any "distributor" as defined in Rule 903 of Regulation S under the Act to so agree in writing) (i) not to engage in hedging transactions with regard to the Units or any securities constituting or underlying the Units prior to the expiration of the distribution compliance period specified in Rule 903(b)(2) or (b)(3), as applicable, unless an exemption for such state registration in compliance with the Act, and (ii) with respect to sales of securities to distributors, dealers (as defined in section 2(a)(12) of the Act), or a person receiving a selling concession, fee or other remuneration, prior to the expiration of the one-year distribution compliance period, to send a confirmation or other notice to the purchaser stating that the purchaser is available subject to the same restrictions on offers and sales that apply to the Placement Agent. The Placement Agent is in material compliance with final acceptance of any subscription shall be made only after the rules Company has reviewed the Unit Purchase Agreement and regulations applicable agreed to such final acceptance and determination as to the Placement Agent generally status of such subscriber which such acceptance and applicable to determination shall remain solely the Placement Agent's participation in responsibility of the Offering.Company. Pillar Investments Ltd. January 15, 1998 Page 12

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants warrants, covenants and covenants agrees with the Company as follows: (ia) The With respect to the Securities to be offered and sold in the Private Placement Agent has in reliance on Rule 506 under the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent Securities Act, none of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, any general partner or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations managing member of the Placement Agent, enforceable or any director, executive officer or other officer participating in accordance with their respective termsthe Offering of the Placement Agent or the general partner or managing member of the Placement Agent (any such person, except to the extent that (aa “Placement Agent Covered Person”) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles any of equitythe “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (c) d)(3). The Placement Agent has exercised reasonable care to determine whether any Placement Agent Covered Person is subject to a Disqualification Event. The Placement Agent has furnished to the indemnification provisions hereof or thereof may be held to be Company a copy of any disclosures required in violation of public policyconnection with any Placement Agent Covered Person under Rule 506(e). (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (ivb) The Placement Agent will notify the Company in writing, prior to the Closing Date of (x) any Disqualification Event relating to any Placement Agent Covered Person and (y) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Covered Person, in each case, of which the Placement Agent has knowledge. (c) The Placement Agent understands and acknowledges that the Securities (other than the Shares, the Preferred Stock and the shares of Common Stock underlying the Preferred Stock) have not intentionally take any action that it reasonably believes would cause been and will not be registered under the Offering to violate Securities Act (except as contemplated in the provisions Securities Purchase Agreement) and may not be offered or issued, except in compliance with the registration requirements of the Securities Act of 1933or pursuant to an exemption from, as amended (the "1933 Act")or in a transaction not subject to, the registration requirements of the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (vd) The Placement Agent is a member agrees that neither it nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the National Association meaning of Securities Dealers, Inc., and is a broker-dealer registered as such Section 502(c) under the 1934 Act and Securities Act) in connection with the Private Placement or attempt to place any Securities outside the United States to non-U.S. persons (as that term is defined in Regulation S under the securities laws Securities Act) by means of any directed selling efforts (within the states in which meaning of Regulation S). (e) The Placement Agent agrees that other than the Securities will be offered Registration Statement, the Base Prospectus, any Prospectus Supplement, any amendment or sold by supplement thereto and any Permitted Free Writing Prospectus (the “Public Offering Materials”), the Placement Agent unless (including its agents and representatives) has not made, used or referred to and will not make, use or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an exemption for such state registration is available offer to sell or solicitation of an offer to buy the Placement Agent. The Placement Agent is Securities other than the Public Offering Materials and any other written communications approved in material compliance with advance by the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the OfferingCompany.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent representshereby represents and warrants to, warrants and covenants as followswith, the Company that: (ia) The This Agreement, the Escrow Agreement and all other documents to be entered into by Placement Agent has the necessary power to enter into this Agreement and to consummate in connection with the transactions contemplated hereby. (ii) The execution and delivery by described in the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation ofSubscription Documents have been duly authorized, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will Agent and constitute the legal, valid and binding obligations obligation of the Placement Agent, enforceable against it in accordance with their respective its terms, except to insofar as enforcement of the extent that (a) the enforceability indemnification or contribution provisions hereof or thereof may be limited by applicable laws or principles of public policy and subject, as to enforcement, to the availability of equitable remedies and limitations imposed by bankruptcy, insolvency, reorganization, moratorium or reorganization and other similar laws from time and related court decisions relating to time in effect and or affecting the creditors’ rights of creditors generally, . (b) Placement Agent will cooperate with the enforceability hereof or Company to ensure that the offering and sale of the Securities will comply with the requirements of the Securities Act, including, without limitation, the general conditions contained in Regulation D and the federal securities laws, and will follow the reasonable advice of the Company with respect to the manner in which to offer and sell the Securities so as to ensure that the offering and sale thereof is subject to general principles will comply with the securities laws of equityany jurisdiction in which Securities are offered by the Placement Agent, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies not make an offer of this Agreement Securities in any jurisdiction in which the Company advises it in writing that such offer would be unlawful for the Placement Agent to offer or sell securities. (c) The Placement Agent is: (i) a registered broker-dealer under the Exchange Act; (ii) a member in good standing of the FINRA; and (iii) registered as a broker-dealer in each jurisdiction in which it is required to be registered as such in order to offer and sell the Securities in such jurisdiction. (d) The Placement Agent has not and will not make an offer of Securities (or of any securities, the offering of which may be integrated with the Private Placement) on the basis of any communications or documents relating to the Company or its counsel the Securities except the Subscription Documents and the Investor exhibits thereto and documents described, referred to or its counselincorporated by reference therein. (ive) The Placement Agent will not intentionally take transmit to the Company any action that written offer from an offeree to purchase Securities unless, immediately prior thereto, it reasonably believes would cause that: (i) the Offering to violate offeree is an Accredited Investor; and (ii) the provisions offeree meets all other offeree and/or purchaser suitability standards, if any, required under applicable securities laws and regulations. [tlogo] Acorn Energy October 30, 2014 Page 21 of 31 (f) The Placement Agent will notify the Company of the Securities Act of 1933, as amended (the "1933 Act"), jurisdictions in which the Securities Exchange Act are being offered by it or will be offered by it pursuant to this Agreement, and will notify the Company of 1934 (the "1934 Act"), status of the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdictionoffering conducted pursuant to this Agreement. (vg) The Placement Agent is duly organized and validly existing and in good standing as a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such limited liability company under the 1934 Act and under the securities laws of the states in which State of New York, with full power and authority to perform its obligations under this Agreement. (h) No consent, approval, authorization or order of any court or governmental authority or agency is required for the Securities will be offered or sold performance by the Placement Agent unless an exemption for such state registration is available to of its obligations under this Agreement, other than those that have been previously obtained by the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. a. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power agrees that Interests shall be offered and sold by it only to enter into this Agreement persons reasonably believed to be Qualified Investors in Private Placements in accordance with Rule 506 of Regulation D and to consummate no other person in any other transaction. Sales of Interests in the transactions contemplated hereby. (ii) The execution Fund shall be on the terms described in the Private Placement Memorandum or as directed by the Board of the Fund in writing and delivery by provided to the Placement Agent of this Agreement reasonably in advance. b. In selling Interests in the Fund, and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, otherwise acting with respect to the Placement Agent's knowledge, any statute, rule or regulation applicable to Interests in the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this AgreementFund, the Placement Agent will promptly forward copies represents, warrants and agrees (and shall cause each Soliciting Agent to so represent, warrant and agree) to conform in all respects with the requirements of this Agreement to all federal (including without limitation the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions regulations of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective SEC) and state laws and NASD rules and regulations promulgated thereunder (and the "Rules rules and Regulations") or applicable "Blue Sky" laws regulations of any state or jurisdiction. (v) The other applicable self-regulatory organization applicable to it as Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available relating to the Placement Agentoffer and sale of such Interests and otherwise with respect to this Agreement. The Placement Agent is not, nor shall any Soliciting Agent be, authorized by the Fund to give any information or to make any representations other than those contained in material compliance with the rules Private Placement Memorandum and regulations applicable any other literature or documentation approved in writing by appropriate officers of the Fund, and provided to the Placement Agent generally reasonably in advance The Placement Agent shall obtain appropriate representations and warranties from each Soliciting Agent to the effect that such person or entity (i) is duly registered with the proper regulatory organizations, including the SEC and NASD, (ii) has procedures in place to comply with the Selling Group Agreement including, without limitation, all requirements of Regulation D of the 1933 Act and Rule 506 thereunder, and (iii) is reasonably able to comply with the restrictions applicable to the offering of Interests. Nothing set forth in any Soliciting Agent Agreement shall relieve the Placement Agent's participation Agent of any of its responsibilities to the Fund under this Agreement. c. The Placement Agent shall provide on behalf of the Fund such information provided to it for distribution to Qualified Investors and to Soliciting Agents as the Fund may request in the Offeringwriting from time to time.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary corporate power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ActACT"), the Securities Exchange Act of 1934 (the "1934 ActACT"), the respective rules and regulations promulgated thereunder (the "Rules and RegulationsRULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in compliance in all material compliance respects with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, hereby represents and warrants to the Company that the following representations and covenants warranties are true and correct as followsof the date of this Agreement: (ia) The Placement Agent is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed and has the necessary all requisite corporate power and authority to enter into this Agreement and to consummate carry out and perform its obligations under the transactions contemplated herebyterms of this Agreement. (iib) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will constitute the legal, be a valid and binding obligations agreement of the Placement Agent, Agent enforceable against it in accordance with their respective its terms, except to the extent that (a) the enforceability hereof or thereof as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar laws relating to or affecting creditor’s rights from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or equity principles. (c) Each of the indemnification provisions hereof Placement Agent and, to its knowledge, each Sub Agent, if any, is a member of FINRA in good standing and is registered as a broker-dealer under the Exchange Act and under the securities acts of each state into which it is making offers or thereof may sales of the Securities. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing, including any Sub- Agents (other than the Company, its or their affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506(b) of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be held otherwise unavailable to it. The Placement Agent will conduct the Offering in compliance with all applicable securities laws. (d) The Placement Agent agrees that it has not and will not directly or indirectly solicit offers for, or offer to sell, the Securities (i) by means of general solicitation or advertising (as those terms are used in Regulation D) or (ii) in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. The Company and GPN agree that the Offering will not be made pursuant to Rule 506(c) of Regulation D under the Act. (e) To the Placement Agent’s knowledge, and to the knowledge of each Sub Agent, if any, (i) there are no actions, suits, claims, hearings or proceedings pending before any court or governmental authority or threatened, against the Placement Agent, or any Sub-Agent, if any and (ii) neither the Placement Agent nor any Sub-Agent is in violation of public policyany judgment, decree or order of any court or governmental body having jurisdiction over the Placement Agent nor any Sub-Agent. (iiif) Upon receipt and execution of this Agreement, the The Placement Agent represents that neither it, nor to its knowledge any of its Sub-Agents or any of its or their respective directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement Agent Covered Persons”), is or will promptly forward copies be subject to any of this Agreement the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Company Securities Act (a “Disqualification Event”) or its counsel and has or will have been involved in any matter which would be a Disqualification Event except for the Investor or its counselfact that it occurred before September 23, 2013. (ivg) The Placement Agent will not intentionally take any action that it reasonably believes would cause notify the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws Company promptly in writing of any state or jurisdictionDisqualification Event relating to any Placement Agent Covered Person not previously disclosed to the Company in accordance with the prior section. (vh) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a brokeragrees to use all material non-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold public information provided to it by the Placement Agent unless an exemption Company or on its behalf solely for the purpose of providing the services that are the subject of this Agreement and, except as otherwise required by law, regulation or legal process, to treat all such state registration is available information confidentially and not disclose such information to any third party without the Company’s consent, other than to the Placement Agent. The Placement Agent is ’s affiliates and their respective employees, legal counsel and independent auditors (“Representatives”) who need to know such information in material compliance connection with the rules and regulations applicable to Offering. This undertaking will automatically terminate one (1) year following termination of this Agreement. For avoidance of doubt, this Agreement shall not prohibit or restrict the Placement Agent generally and applicable or its Representatives from engaging in communications directly with, or responding to any inquiry from, or providing information to, the Placement Agent's participation in SEC or FINRA whether or not notice is provided to or consent is received from, the OfferingCompany or confidential treatment is obtained with respect to such communications or disclosures.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement Agreement, when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective its terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering. (vi) The Placement Agent is an Accredited Investor (as defined under the 1933 Act). (vii) The Placement Agent is acquiring the Placement Agent's Shares for the Placement Agent's own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such shares. Further, the Placement Agent does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities. (viii) The Placement Agent acknowledges the Placement Agent's understanding that the offering and sale of the Placement Agent's Shares is intended to be exempt from registration under the 1933 Act by virtue of Section 3(b) or Section 4(2) of the 1933 Act and the provisions of Regulation D promulgated thereunder ("Regulation D"). In furtherance thereof, the Placement Agent represents and warrants as follows: (a) The Placement Agent has the financial ability to bear the economic risk of the Placement Agent's investment, has adequate means for providing for the Placement Agent's current needs and personal contingencies and has no need for liquidity with respect to the Placement Agent's investment in the Company; and (b) The Placement Agent has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment. The Inventor also represents it has not been organized for the purpose of acquiring the Securities. (ix) The Placement Agent has been given the opportunity for a reasonable time prior to the date hereof to ask questions of, and receive answers from, the Company or its representatives concerning the terms and conditions of the issuance of the Placement Agent's Shares, and other matters pertaining to this investment, and has been given the opportunity for a reasonable time prior to the date hereof to obtain such additional information in connection with the Company in order for the Investor to evaluate the merits and risks of purchase of the Placement Agent's Shares, to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. (x) The Placement Agent acknowledges that the Placement Agent's Shares have not been registered under federal or state securities law, that such shares may not be transferred in the absence of such registration or an opinion of the Company's counsel that such transfer is exempt from all applicable federal and state registration requirements and that the certificates representing such shares will bear a restrictive legend reflecting the restrictions described herein.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "“1933 Act"”), the Securities Exchange Act of 1934 (the "“1934 Act"”), the respective rules and regulations promulgated thereunder (the "“Rules and Regulations"”) or applicable "“Blue Sky" ” laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act -------- of 1934 (the "1934 Act"), the respective rules and regulations promulgated --------- thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any ---------------------- state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.. E-52

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ActACT"), the Securities Exchange Act of 1934 (the "1934 ActACT"), the respective rules and regulations promulgated thereunder there under (the "Rules and RegulationsRULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and (b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is and at all times during the term hereof shall be in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-broker- dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, or any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective its terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "“1933 Act"”), the Securities Exchange Act of 1934 1934, as amended (the "“1934 Act"”), the respective rules and regulations promulgated thereunder (the "“Rules and Regulations"”) or applicable "“Blue Sky" ” laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally generally, except where failure to so be in compliance would not materially adversely impact the Offering, and applicable to the Placement Agent's ’s participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, hereby represents warrants and covenants as followsto the Issuer: (ia) The Placement Agent shall hold all Bonds delivered to it by the Issuer and all funds paid to it by the Initial Purchaser, as agent for the Issuer and not on its own behalf, and agrees and acknowledges that it has no right, title or interest in the Bonds or in such funds. The Placement Agent shall, immediately upon receipt of payment from the Initial Purchaser, transfer such funds pursuant to the directions or instructions of the Issuer, which directions or instructions shall conform to written directions from the Borrower to the Issuer. (b) The Placement Agent has the necessary full power and authority to enter into execute and deliver this Placement Agreement and to consummate carry out the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation ofterms hereof and, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, this Placement Agreement will constitute the legalhave been duly and validly authorized, valid executed and binding obligations of delivered by the Placement Agent, enforceable and, assuming due authorization, execution and delivery by the Issuer, will be a valid and binding obligation of the Placement Agent and will be in accordance with their respective termsfull force and effect, except to the extent that (a) the enforceability hereof or thereof may be as limited by bankruptcy, insolvency, reorganizationliquidation, moratorium moratorium, readjustment of debt, reorganization or similar laws from time law relating to time in effect and affecting the enforcement of creditors’ rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (ivc) The Placement Agent will not intentionally take any action represents that it reasonably believes would cause is either registered with the Offering to violate the provisions of the Securities Act of 1933Financial Industry Regulatory Authority, Inc. (“FINRA”) as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered and Exchange Commission (“SEC”) as a broker-dealer, or sold by is otherwise registered with the necessary regulatory authorities required for it to serve as a Placement Agent unless an exemption for such state registration is available to the Bonds under this Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the OfferingAgreement.

Representations, Warranties and Covenants of the Placement Agent. A. a. The Placement Agent represents, warrants and covenants as follows: (i) i. The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (. ii) . The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) . Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) . The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) v. The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as followsagrees with the Fund, for its benefit that: (ia) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or duly formed and validly existing limited liability company under the laws of the State of New York and has the requisite power and authority to conduct its business as contemplated by which its organizational documents; (b) the execution, delivery and performance of this Agreement by the Placement Agent or its properties are boundhas been duly authorized by all necessary action, or any judgmentand upon execution and delivery hereof, decreethis Agreement will be a valid, order or, to binding and enforceable obligation of the Placement Agent's knowledge, any statute, rule or regulation applicable to ; (c) the Placement Agent. This Agent will offer the Units for sale and will solicit offers to buy the Units only in compliance with the procedures described in the Registration Statement, the Prospectus, the Statement of Additional Information and this Agreement when executed and delivered in accordance with applicable law; (d) without the prior consent of the Fund, no steps will be taken by the Placement Agent to qualify the Units for sale in any jurisdiction outside of the United States; (e) neither the Placement Agent, will constitute the legal, valid and binding obligations nor any person acting on behalf of the Placement Agent, enforceable shall offer the Units in accordance with their respective termsany jurisdiction, except in compliance with the applicable law in any such jurisdiction in which such offering is made; (f) the Placement Agent will notify the Fund promptly of any occurrence of which it becomes aware which is material in the context of the offering and sale of the Units, including any event which shall lead the Placement Agent to reasonably believe that the Registration Statement, the Prospectus, the Statement of Additional Information or any of the Marketing Materials is or will be misleading in any material respect, or which affects any of the representations, warranties, agreements and indemnities by the Placement Agent contained in this Agreement (or which would have affected any of the same if this Agreement had been entered into immediately thereafter), and will take such steps as may be reasonably requested by the Fund to remedy and/or publicize the same; (g) the Placement Agent, in connection with each sale of Units made by or through it, has complied, and will comply, with all applicable anti-money laundering laws and regulations, including without limitation the USA PATRIOT Act of 2001 (the “USA PATRIOT Act”) (collectively, the “Anti-Money Laundering Laws”); the Placement Agent has established and will maintain an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, will conduct in relation to each person who purchases Units from or through it such due diligence investigations as may be required by the Anti-Money Laundering Laws, including investigations with respect to the extent that legitimacy of the applicable purchaser (atogether with any beneficial owner represented by such purchaser) and the enforceability hereof origin of the funds used by such purchaser (or thereof may be limited by bankruptcybeneficial owner) to purchase its Units, insolvencyand maintains, reorganizationand will maintain, moratorium or similar laws from time sufficient information to time in effect identify the applicable purchaser (and affecting any related beneficial owner) for purposes of the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Anti-Money Laundering Laws; the Placement Agent will promptly forward provide the Fund with such information (including copies of this Agreement written investor representations and internal due diligence or investigatory reports prepared by the Placement Agent) as the Fund may from time to time reasonably request to establish, or to demonstrate, compliance by the Fund with any Anti-Money Laundering Laws that are now, or hereafter become, applicable to it in connection with the offering of the Units (“Applicable AML Laws”); and the Placement Agent will cooperate in good faith with the Fund to amend the offering procedures set forth herein and the Placement Agent’s duties hereunder in such manner as may from time to time be required for the Fund to establish compliance with Applicable AML Laws; (h) the Placement Agent has used and will use commercially reasonable due diligence with respect to accepting as clients any investors who have purchased or will purchase through it and with respect to introducing investors to the Company Fund, and to the best of the Placement Agent’s knowledge, such clients’ funds used to purchase Units were not and will not be derived from, nor the product of, any criminal activity; (i) the Placement Agent will reasonably believe immediately prior to making any offer or sale of Units that any prospective investor solicited by the Placement Agent is (i) a person whose net worth, as determined under Rule 501(a)(5) of Regulation D under the Securities Act, either individually or jointly with a spouse, is over $1,000,000, and meets such other eligibility criteria as are set forth in the Registration Statement, the Prospectus, the Statement of Additional Information and Subscription Agreement, and (ii) a “U.S. Person” as defined in Regulation S under the Securities Act and as defined under the United States Internal Revenue Code of 1986 (the “Code”) (defined in the Code as “United States persons”); (j) the Placement Agent will ensure that all of its counsel associated persons involved in offering and selling the Units have all necessary licenses and registrations to do so under applicable law; (k) the Placement Agent is registered under the Exchange Act as a broker-dealer and is a member of FINRA. The Placement Agent has, and will maintain during the term of this Agreement, all licenses and registrations necessary under applicable federal and state laws, rules and regulations, including the rules and regulation of any self-regulatory organization (including FINRA) with competent jurisdiction, to provide the services required to be provided by the Placement Agent hereunder; (l) the Placement Agent will deliver or cause to be delivered to each potential investor, prior to the time of any purchase of Units, a copy of the Prospectus and the Investor Statement of Additional Information; (m) the Placement Agent will require any other person appointed as Sub-Placement Agent to offer the Units for sale, or its counsel.solicit offers to buy the Units, only in accordance with the procedures described in the Registration Statement, the Prospectus and the Statement of Additional Information; (n) the Placement Agent shall provide to the Fund, at least quarterly, a written report of services and expenses provided or incurred under this Agreement, and the purposes for which such services were performed and expenses were incurred; and (o) the Placement Agent shall perform the following services, directly and/or through one or more Sub-Placement Agents (the services in clauses (i) – (xiv) are referred to as “Personal Account Maintenance Services”): (i) maintain records reflecting the identity of all persons to which it offered and sold Units as well information regarding the suitability of such Units for such offerees and investors and the eligibility of such persons to invest in the Fund consistent with the Prospectus, for at least six years in accordance with applicable law, and provide copies to the Fund upon request; (ii) establish and maintain (or assist in establishing and maintaining) individual accounts and records with respect to Unitholders; (iii) provide periodic statements to Unitholders showing the NAV of their Units and transactions during the relevant period; (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause promptly distribute to Unitholders periodic and other reports issued by the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction.Fund; (v) The Placement Agent is a member handle all tax withholding and remittances required by federal income tax laws with respect to Unitholder accounts, prepare and file with the Internal Revenue Service all required returns and statements and prepare and mail to each Unitholder all statements and reports of the National Association of Securities DealersFund, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which including those required by the Securities will Act or the 1940 Act, as amended; (vi) process and issue, or assist in processing and issuing confirmations regarding orders to purchase and (to the extent permitted), redemptions of Units and provide such confirmations to the applicable Unitholders; (vii) process Unitholders’ Commitments for Units and receive and transmit, or assist in receiving and transmitting, funds representing contributions and distributions (including returns of capital and redemption proceeds, if applicable); (viii) provide such information as may be offered or sold reasonably requested by the Placement Agent unless an exemption Fund and its investment adviser (the “Manager”) to enable the Fund to comply with applicable federal or state laws (including “blue-sky” laws); (ix) answer client inquiries and respond to client correspondence; (x) assist prospective investors in completing Subscription Agreements and similar services; (xi) act as liaison between Unitholders and the Fund; (xii) provide account administration services to Unitholders; (xiii) otherwise process payments for such state registration is available to the Placement Agent. The Placement Agent is Fund on behalf of Unitholders; and (xiv) perform the sales and marketing support as further described in material compliance with Exhibit A (the rules “Sales and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the OfferingMarketing Support Services”).

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's ’s knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "“1933 Act"”), the Securities Exchange Act of 1934 (the "“1934 Act"”), the respective rules and regulations promulgated thereunder (the "“Rules and Regulations"”) or applicable "“Blue Sky" ” laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc.Financial Industry Regulatory Authority (“FINRA”), and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's ’s participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent representshereby represents and warrants to, warrants and covenants with, the Company that: (a) This Agreement has been duly authorized, executed and delivered by the Placement Agent and constitutes the legal, valid and binding obligation of the Placement Agent, enforceable against it in accordance with its terms, except insofar as followsenforcement of the indemnification or contribution provisions hereof may be limited by applicable laws or principles of public policy and subject, as to enforcement, to the availability of equitable remedies and limitations imposed by bankruptcy, insolvency, reorganization and other similar laws and related court decisions relating to or affecting creditors' rights generally. (b) The Placement Agent will cooperate with the Company to ensure that the offering and sale of the Units will comply with the requirements of the Act, including, without limitation, the general conditions contained in Regulation D and the federal securities laws, and will follow the reasonable advice of the Company with respect to the manner in which to offer and sell the Units so as to ensure that the offering and sale thereof will comply with the securities laws of any jurisdiction in which Securities are offered by the Placement Agent, and the Placement Agent will not make an offer of Securities in any jurisdiction in which the Company advises it in writing that such offer would be unlawful for the Placement Agent to offer or sell securities. (c) The Placement Agent is: (i) a registered broker-dealer under the Exchange Act; (ii) a member in good standing of the NASD; and (iii) registered as a broker-dealer in each jurisdiction in which it is required to be registered as such in order to offer and sell the Units in such jurisdiction. (d) The Placement Agent has not and will not make an offer of Units (or of any securities, the offering of which may be integrated with the Placement) on the basis of any communications or documents relating to the Company or the Units except the Memorandum and the exhibits thereto and documents described or referred to therein (including the Subscription Documents), and the cover letters referred to in Section 2 hereof. Without limiting the generality of the foregoing, the Placement Agent has not and will not make any representation as to any rate of return on investment that an offeree may obtain from the ownership of Series A Preferred Stock or Warrants other than as set forth in the Memorandum. The Placement Agent will deliver a copy of the Memorandum to each prospective Investor solicited by it prior to such offeree's execution of the Subscription Documents or, in the case of amendments or supplements to the Memorandum (other than those amendments and supplements approved in writing by the Company but designated in writing as not subject to this requirement), prior to such offeree's execution of an acknowledgment of receipt of such amendment or supplement and reconfirmation of intent to subscribe. (e) The Placement Agent has not and will not knowingly make an offer of Units on behalf of the Company, or of any securities, the offering of which may be integrated with the Placement, by any form of general solicitation or general advertising in violation of Rule 502(c) of Regulation D such as would cause the offering of Units not to qualify under Section 4(2) of the Act as a transaction exempt from Section 5 thereof. The Placement Agent has not and will not supply in writing for inclusion in the Memorandum or any related sales materials any information relating to the Placement Agent containing any untrue statement of a material fact or omitting to state any material fact required to be stated therein or necessary to make such information, in light of the circumstances under which it is used, not misleading. (f) The Placement Agent will not transmit to the Company any written offer from an offeree to purchase Securities unless, immediately prior thereto, it reasonably believes that: (i) the offeree is an Accredited Investor; and (ii) the offeree meets all other offeree and/or purchaser suitability standards, if any, required under applicable securities laws and regulations. (g) The Placement Agent will exercise reasonable care to determine that prospective Investors are not "underwriters" within the meaning of Section 2(11) of the Act, and in that connection will obtain from each investor purchasing Securities in the Placement duly executed Subscription Documents, in the forms provided to the Placement Agent by the Company with the approval of the Placement Agent and its counsel. (h) The Placement Agent will periodically notify the Company of the jurisdiction in which the Securities are being offered by it or will be offered by it pursuant to this Agreement, and will periodically notify the Company of the status of the offering conducted pursuant to this Agreement. (i) The Placement Agent has the necessary power delivered or caused to enter into this Agreement and to consummate the transactions contemplated hereby. be delivered (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein or will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, so deliver prior to the Placement Agent's knowledge, any statute, rule or regulation applicable Closing Date) to each prospective Investor the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policyMemorandum. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and the Placement Agent's Warrant Agreement and to consummate the transactions contemplated herebyhereby and thereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the Placement Agent's Warrant Agreement, and the consummation of the transactions contemplated herein and therein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement and the Placement Agent's Warrant Agreement, when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation violative of public policy. (iii) The Placement Agent will deliver to each purchaser a copy of the Subscription Agreement, as it may have been most recently amended or supplemented by the Company. (iv) Upon receipt of an executed Subscription Agreement and execution of this Agreementthe payments representing subscriptions for Units, the Placement Agent will promptly forward copies of this the Subscription Agreement (together with all consideration received for such Units) to the Company or its counsel and the Investor or its counsel. (ivv) The Placement Agent will not intentionally deliver the Subscription Agreement to any person it does not believe to be an Accredited Investor. (vi) The Placement Agent will not take any action that which, assuming the Company's representation in Section 4(A)(ii) hereof is correct, it reasonably believes would cause the Offering to violate the provisions of the Securities Act, the Securities and Exchange Act of 19331934, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" Sky laws of any state or jurisdiction. (vvii) The Placement Agent shall use all reasonable efforts to determine (a) whether any prospective purchaser is an Accredited Investor and (b) that any material information furnished by a prospective investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Units will be honored, paid or enforceable against the subscriber in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (A) the Offering is exempt from the registration requirements of the Securities Act or any applicable state "Blue Sky" law or (B) any prospective purchaser is an Accredited Investor. (viii) The Placement Agent is a member of the National Association of Securities Dealers, Inc.Inc. (the "NASD"), and is a broker-dealer registered as such under the 1934 Exchange Act and under the securities laws of the states in which the Securities Units will be offered or sold by the Placement Agent Agent, unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules all material Rules and regulations Regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering. (ix) The information contained in the Subscription Agreements (including the exhibits thereto, other than Exhibit D (the Company's Form 10-Q for the quarterly period ended June 30, 2001) and E (the Company's Notice of Annual Meeting of stockholders held on May 31, 2001)) relating to the Placement Agent is complete and correct and does not contain any untrue statement of material fact or omit 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.

Representations, Warranties and Covenants of the Placement Agent. A. 1. The Placement Agent represents, warrants and covenants as follows: (i) i. The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) . The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's ’s knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) . Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) . The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "“1933 Act"”), the Securities Exchange Act of 1934 (the "“1934 Act"”), the respective rules and regulations promulgated thereunder (the "“Rules and Regulations"”) or applicable "“Blue Sky" ” laws of any state or jurisdiction. (v) v. The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's ’s participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent representshereby represents and warrants to, warrants and covenants with, the Company that: (a) This Agreement has been duly authorized, executed and delivered by the Placement Agent and constitutes the legal, valid and binding obligation of the Placement Agent, enforceable against it in accordance with its terms, except insofar as follows:enforcement of the indemnification or contribution provisions hereof may be limited by applicable laws or principles of public policy and subject, as to enforcement, to the availability of equitable remedies and limitations imposed by bankruptcy, insolvency, reorganization and other similar laws and related court decisions relating to or affecting creditors’ rights generally. (b) The Placement Agent will cooperate with the Company to ensure that the offering and sale of the Units will comply with the requirements of the Securities Act, including, without limitation, the general conditions contained in Regulation D and the federal securities laws, and will follow the reasonable advice of the Company with respect to the manner in which to offer and sell the Units so as to ensure that the offering and sale thereof will comply with the securities laws of any jurisdiction in which Securities are offered by the Placement Agent, and the Placement Agent will not make an offer of Securities in any jurisdiction in which the Company advises it in writing that such offer would be unlawful for the Placement Agent to offer or sell securities. (c) The Placement Agent is: (i) a registered broker-dealer under the Exchange Act; (ii) a member in good standing of the NASD; and (iii) registered as a broker-dealer in each jurisdiction in which it is required to be registered as such in order to offer and sell the Units in such jurisdiction. The compensation to the Placement Agent provided for in this Agreement complies with the rules of the NASD in all respects. (d) The Placement Agent has not and will not make an offer of Units (or of any securities, the offering of which may be integrated with the Placement) on the basis of any communications or documents relating to the Company or the Units except the Memorandum and the exhibits thereto and documents described or referred to therein (including the Subscription Documents), and the cover letters referred to in Section 2 hereof. Without limiting the generality of the foregoing, the Placement Agent has not and will not make any representation as to any rate of return on investment that an offeree may obtain from the ownership of Common Stock or Warrants other than as set forth in the Memorandum. The Placement Agent will deliver a copy of the Memorandum to each prospective Investor solicited by it prior to such offeree’s execution of the Subscription Documents or, in the case of amendments or supplements to the Memorandum (other than those amendments and supplements approved in writing by the Company but designated in writing as not subject to this requirement), prior to such offeree’s execution of an acknowledgment of receipt of such amendment or supplement and reconfirmation of intent to subscribe. (e) The Placement Agent will obtain from each investor purchasing Securities in the Placement duly executed Subscription Documents, in the forms provided to the Placement Agent by the Company with the approval of the Placement Agent and its counsel. (f) The Placement Agent will use its best efforts to promptly notify the Company of the jurisdictions in which the Securities will be offered pursuant to this Agreement prior to such offers and will periodically notify the Company of the status of the offering conducted pursuant to this Agreement. Such notices will be provided to the Company so as to enable the Company to timely comply with its filing obligations under applicable federal and state laws, including blue sky laws which the Placement Agency acknowledges may require filings prior to any offers or sales of the Securities. (g) The Placement Agent has delivered or caused to be delivered (or will so deliver prior to the applicable closing date) to each prospective Investor the Memorandum. (h) The Placement Agent will not deliver the Memorandum or Subscription Documents to any person it does not reasonably believe to be an Accredited Investor or to any person in a state where it does not reasonably believe that the Placement will qualify under applicable state "Blue Sky" laws. (i) The Placement Agent has the necessary power shall use all commercially reasonable efforts to enter into this Agreement determine whether any prospective purchaser is an Accredited Investor and to consummate the transactions contemplated herebythat any information furnished by a prospective purchaser is accurate. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent representshereby represents and warrants to, warrants and covenants as followswith, the Company that: (ia) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when has been duly authorized, executed and delivered by the Placement Agent, will constitute Agent and constitutes the legal, valid and binding obligations obligation of the Placement Agent, enforceable against it in accordance with their respective its terms, except to insofar as enforcement of the extent that (a) the enforceability indemnification or contribution provisions hereof or thereof may be limited by applicable laws or principles of public policy and subject, as to enforcement, to the availability of equitable remedies and limitations imposed by bankruptcy, insolvency, reorganization, moratorium or reorganization and other similar laws from time and related court decisions relating to time in effect and or affecting the creditors' rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (ivb) The Placement Agent will cooperate with the Company to ensure that the offering and sale of the Units will comply with the requirements of the Securities Act, including, without limitation, the general conditions contained in Regulation D and the federal securities laws, and will follow the reasonable advice of the Company with respect to the manner in which to offer and sell the Units so as to ensure that the offering and sale thereof will comply with the securities laws of any jurisdiction in which Securities are offered by the Placement Agent, and the Placement Agent will not intentionally take make an offer of Securities in any action jurisdiction in which the Company advises it in writing that such offer would be unlawful for the Placement Agent to offer or sell securities. (c) The Placement Agent is: (i) a registered broker-dealer under the Exchange Act; (ii) a member in good standing of the NASD; and (iii) registered as a broker-dealer in each jurisdiction in which it reasonably believes is required to be registered as such in order to offer and sell the Units in such jurisdiction. (d) The Placement Agent has not and will not make an offer of Units (or of any securities, the offering of which may be integrated with the Placement) on the basis of any communications or documents relating to the Company or the Units except the Securities Purchase Agreement and the exhibits thereto and documents described or referred to therein and annexes. Without limiting the generality of the foregoing, the Placement Agent has not and will not make any representation as to any rate of return on investment that an offeree may obtain from the ownership of the Securities other than as set forth in the Securities Purchase Agreement. The Placement Agent will deliver a copy of the Securities Purchase Agreement to each prospective Investor solicited by it or, in the case of amendments or supplements to the Securities Purchase Agreement (other than those amendments and supplements approved in writing by the Company but designated in writing as not subject to this requirement), prior to such offeree's execution of an acknowledgment of receipt of such amendment or supplement and reconfirmation of intent to subscribe. (e) The Placement Agent has not and will not knowingly make an offer of Units on behalf of the Company, or of any securities, the offering of which may be integrated with the Placement, by any form of general solicitation or general advertising in violation of Rule 502(c) of Regulation D such as would cause the Offering offering of Units not to violate the provisions qualify under Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"), a transaction exempt from Section 5 thereof. The Placement Agent has not and will not supply in writing for inclusion in the Securities Exchange Act Purchase Agreement or any related sales materials any information relating to the Placement Agent containing any untrue statement of 1934 (a material fact or omitting to state any material fact required to be stated therein or necessary to make such information, in light of the "1934 Act")circumstances under which it is used, the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdictionnot misleading. (vf) The Placement Agent is a member will periodically notify the Company of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states jurisdiction in which the Securities are being offered by it or will be offered or sold by it pursuant to this Agreement, and will periodically notify the Placement Agent unless an exemption for such state registration is available Company of the status of the offering conducted pursuant to the Placement Agentthis Agreement. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to Such notices will be accompanied by copies of all filings made by the Placement Agent's participation counsel in each such jurisdiction so as to enable the OfferingCompany to timely comply with its filing obligations under applicable state laws. (g) The Placement Agent has delivered or caused to be delivered (or will so deliver prior to the applicable closing date) the Securities Purchase Agreement to each prospective Investor.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's ’s knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "“1933 Act"”), the Securities Exchange Act of 1934 (the "“1934 Act"”), the respective rules and regulations promulgated thereunder there under (the "“Rules and Regulations"”) or applicable "“Blue Sky" ” laws of any state or jurisdiction. (v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and (b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent’s obligations and the accuracy of the Placement Agent’s representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state “Blue Sky” law or (2) the Investor is an Accredited Investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's ’s participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, of the Offering represents and warrants to and covenants as followswith the Company and to each Selected Dealer, if any, that: (ia) The Placement Agent is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated and it has the necessary all requisite power and authority to enter into this Agreement and to consummate carry out its obligations hereunder. The Placement Agent is duly qualified as a foreign corporation in those jurisdictions wherein the transactions contemplated herebyfailure to so qualify would have a material adverse effect on its business or properties. (iib) This Agreement has been duly authorized, executed and delivered by the Placement Agent and on its behalf and constitutes a valid and legally binding obligation enforceable against the Placement Agent in accordance with its terms. (c) The execution and delivery by the Placement Agent of this Agreement Agreement, the observance and performance hereof and the consummation of the transactions contemplated herein hereby and by the Memorandum do not and will not result in any violation breach of, or be in conflict with, or constitute a default under, any instrument or agreement or instrument to by which the Placement Agent is a party bound or by which violate any law or order directed to the Placement Agent of any court or any federal or state regulatory body or administrative agency having jurisdiction over the Placement Agent or over its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policyproperty. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (ivd) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of and each Selected Dealer (as defined below in Section 6) are duly registered as a broker dealer with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 19331934, as amended (the "1933 “Exchange Act"”), and no proceeding has been initiated to revoke any of such registrations; the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member and each Selected Dealer are members in good standing of the National Association of Securities Dealers, Inc.Inc. (the “NASD”); the Placement Agent and each Selected Dealer are duly registered as broker-dealers under the applicable statutes, if any, in each state in which the Placement Agent proposes to offer or sell the Shares where such registration is required; and is the Placement Agent will enter into a Selected Dealer Agreement with each Selected Dealer, if any. (e) The Placement Agent shall maintain all broker-dealer registered as such under registrations, referred to above in paragraph (d), throughout the 1934 Act and under the securities laws of the states period in which the Securities will be Shares are offered or sold by and sold; the Placement Agent unless an exemption for has complied and will comply with all broker-dealer requirements applicable to this transaction; the Placement Agent is not in violation of any order of any court or regulatory authority applicable to it with respect to the sale of the Shares; and, if the Placement Agent becomes aware that any Selected Dealer has failed to maintain all applicable broker-dealer registrations or to comply with all broker-dealer requirements applicable to this transaction, the Placement Agent will take such state registration action as is available necessary to ensure that such Selected Dealer no longer participates in the offer and sale of Shares described herein and to terminate the Selected Dealer Agreement between the Placement Agent and such Selected Dealer. (f) Pursuant to the Placement Agent’s appointment made herein, the Placement Agent and each Selected Dealer will conduct the Offering in compliance with the requirements of Regulation D and, in this regard, the Placement Agent and, to the extent applicable to it, each Selected Dealer will have during the course of the Offering, and to the extent any representations other than those set forth in the Memorandum are made, refrained from making any untrue statement of a material fact and not have omitted to state a material fact required to be stated or necessary to make any statement made not misleading concerning the Offering or any matters set forth in or contemplated by the Memorandum. The Placement Agent will have refrained from offering for sale or selling the Shares by means of: (a) any advertisement or other communication mentioning the Shares published in any newspaper, magazine or similar medium or broadcast over television or radio; or (b) any seminar or meeting announced by means of any kind of general solicitation or general advertising; or (c) any letter, circular, notice or other written communication, unless the Placement Agent has reasonable grounds to believe and, in fact, does believe that each person to whom the communication is directed is qualified pursuant to the financial suitability requirements set forth in material compliance the Memorandum and the communication is accompanied or preceded by the Memorandum or contains an undertaking to provide the Memorandum upon request. Prior to the sale of any of the Shares, the Placement Agent will have reasonably believed and have a reasonable basis and evidence to believe that each subscriber and his duly appointed purchaser representative, if any, met the suitability and other investor standards set forth in the Memorandum and in the applicable portion of Rule 506 of Regulation D and the Placement Agent will maintain appropriate records substantiating the foregoing. In the event that the Placement Agent or any Selected Dealer utilized any sales materials other than the Memorandum, the Placement Agent will have refrained from providing any such materials to any offeree of the Shares or his purchaser representative unless such materials are accompanied or preceded by the Memorandum and were permitted for use in connection with the rules Offering under applicable federal and regulations applicable state securities laws and not represented in any such materials or otherwise that any such materials have been approved or authorized by the Company. The Placement Agent will have provided each offeree with a copy of the Memorandum and the exhibits thereto during the course of the Offering. Until the final Closing Date, if any event affecting the Company or the Placement Agent should occur that the Company or its counsel, or the Placement Agent or its counsel, believe should be set forth in a supplement or amendment to the Memorandum, the Placement Agent will have promptly distributed such supplement or amendment to persons who have previously received a copy of the Memorandum from the Placement Agent and who continue to be interested in the Offering and further included such supplement or amendment in all further deliveries of the Memorandum. The Company shall at its own expense prepare and furnish the Placement Agent with a reasonable number of copies of such supplement or amendment for such distribution. During the course of the Offering, the Placement Agent will have refrained from duplicating any of the Offering documentation without the prior written consent of the Company; and the Placement Agent will have accounted for each copy of the Memorandum distributed during the course of the Offering by maintaining a record of each person to whom it has delivered a copy of the Memorandum. (g) Neither the Placement Agent nor any of its representatives is authorized to make any representation on behalf of the Company other than those contained in the Memorandum or any additional information provided by the Company nor is the Placement Agent or any of its representatives authorized to act as the agent or representative of the Company in any capacity, except as expressly set forth herein and the Placement Agent shall deliver to the Company on the Closing Date a certificate executed by a responsible officer of the Placement Agent to the effect that it has complied with the foregoing to the best of the knowledge of the officer executing the certificate on the Placement Agent’s behalf based upon reasonable investigation. (h) In the event that, on or before the Closing Date, the Placement Agent becomes aware of any false statement of a fact or representation by any subscriber in the Memorandum, the Placement Agent shall promptly inform the Company of such false statement of fact, unless at the time it becomes aware of such false statement the subscriber has communicated to the Placement Agent generally and applicable or the Company its intent to correct such false statement prior to the Closing Date. (i) The Placement Agent's Agent and each of its registered representative’s participation in its solicitation efforts will comply with the Offeringprohibition against “general solicitations” and “general advertising” imposed by Rule 502(c) of Regulation D. (j) The Placement Agent shall inform the Company of each date on which it first receives any subscription from prospective investors in each particular state where the Shares are offered and shall not offer the Shares for sale in any state in which the offer or sale requires prior notice or clearance from any state securities commission, bureau or agency thereon.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation v iolation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary requisite corporate power to enter into this Agreement and the MD Registration Rights Agreement, and to consummate the transactions contemplated herebyhereby and thereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the MD Registration Rights Agreement, and the consummation of the transactions contemplated herein and therein, will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement and the MD Registration Rights Agreement, when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, equity or (c) the indemnification provisions hereof or thereof may be held to be in violation of violate public policy. (iii) Upon receipt and execution of this Agreement, the The Placement Agent will promptly forward copies of this Agreement deliver documents related to the Company or its counsel and the Investor or its counselOffering only to persons that it reasonably believes to be an Accredited Investor. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 1934, as amended (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member shall use all reasonable efforts to determine (a) whether the intended purchasers of the National Association of Securities Dealers, Inc., securities are Accredited Investors and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold (b) that any information furnished by the Placement Agent unless an exemption for such state registration Investors is available to the Placement Agenttrue and accurate. The Placement Agent is shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investors in material compliance accordance with the rules and regulations applicable its terms, or (y) subject to the Placement Agent generally and applicable to performance of the Placement Agent's participation in obligations and the Offeringaccuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law, or (2) each purchase of any of the securities is an Accredited Investor.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's ’s knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 “Securities Act"”), the Securities Exchange Act of 1934 (the "1934 “Exchange Act"”), the respective rules and regulations promulgated thereunder (the "“Rules and Regulations"”) or applicable "“Blue Sky" ” laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Exchange Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's ’s participation in the Offering. The Placement Agent is not an affiliate of Cornell Capital Partners, LP.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's ’s knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "“1933 Act"ACT”), the Securities Exchange Act of 1934 (the "“1934 Act"ACT”), the respective rules and regulations promulgated thereunder there under (the "Rules and Regulations"“RULES AND REGULATIONS”) or applicable "“Blue Sky" ” laws of any state or jurisdiction. (v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and (b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent’s obligations and the accuracy of the Placement Agent’s representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state “Blue Sky” law or (2) the Investor is an Accredited Investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's ’s participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Each Placement Agent has the necessary power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The B. Axiom is a corporation duly organized and validly existing under the laws of the State of Delaware; the execution and delivery by the Placement Agent Axiom of this Agreement and the consummation of the transactions herein contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any material agreement or instrument to which the Placement Agent Axiom is a party or by which the Placement Agent Axiom or its properties are boundbound or any judgment, decree, order or, to Axiom's knowledge, any material statute, rule or regulation applicable to it. Indigo is a limited liability company duly organized and validly existing under the laws of the State of Delaware; the execution and delivery by Indigo of this Agreement and the consummation of the transactions herein contemplated will not result in any violation of, or be in conflict with, or constitute a default under, any material agreement or instrument to which Indigo is a party or by which Indigo or its properties are bound or any judgment, decree, order or, to the Placement AgentIndigo's knowledge, any material statute, rule or regulation applicable to it. C. The information contained in the Offering Memorandum relating to each Placement Agent. This Agreement when executed Agent is complete and delivered correct and does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements thereto, in light of the circumstances under which they were made, not misleading. D. The Placement Agent will deliver, or will obtain the agreement of selected dealers that they will deliver, to each purchaser, prior to any submission by such persons of a written offer to purchase any Securities or Series A Preferred, a copy of the Offering Memorandum, as it may have been most recently amended or supplemented by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policyCompany. (iii) E. Upon receipt of executed Subscription Documents and execution of this Agreementthe payments representing subscriptions for such Securities or Series A Preferred, the Placement Agent will promptly forward copies of this Agreement the Subscription Documents to the Company and shall forward all payments for such Securities or its counsel and Series A Preferred to the Investor or its counselEscrow Agent. (iv) F. The Placement Agent will not intentionally deliver the Offering Memorandum to any person it does not reasonably believe to be an Accredited Investor as defined in Regulation D. G. The Placement Agent will not take any action that it reasonably believes would cause the Offering to violate the provisions of Regulation D or the Securities Act Act. Without limiting the generality of 1933the foregoing, the Placement Agent expressly agrees that neither it nor any of its officers, directors, employees, agents or representatives will (i) sell, make any offer to sell, engage in any form of general solicitation or general advertising (within the meaning of Regulation D under the Act), or (ii) market or publicize the Equity Placement in a manner inconsistent with applicable U.S. federal securities laws and applicable state "blue sky" laws. The Placement Agent hereby represents and warrants to the Company that neither the Placement Agent nor any of its officers, directors, employees, agents or representatives has, as amended of the date hereof, sold, made any offers to sell, engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Act) or otherwise marketed or publicized the Equity Placement in any manner which is inconsistent with applicable U.S. federal securities laws and applicable state "1933 Act")blue sky" laws. H. The Placement Agent shall have no obligation to insure that (a) any check, note, draft or other means of payment for any Notes will be honored, paid or enforceable against the subscriber in accordance with its terms or (b) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, the Securities Exchange Offering is exempt from the registration requirements of the Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or any applicable "Blue Sky" laws of any state or jurisdictionforeign "blue sky" law. (v) The I. Nothing contained herein shall be deemed to constitute a representation or warranty by the Placement Agent with respect to the Company's compliance with the provisions of Regulation D or the Act. J. Each Placement Agent is a member of the National Association of Securities Dealers, Inc., Inc. (the "NASD") and is a broker-dealer registered as such duly permitted under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the NASD rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation act in the Offeringits capacity recited herein.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary corporate power to enter into this Agreement and to consummate the transactions contemplated herebyhereby . (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder there under (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in compliance in all material compliance respects with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated herebyhereby . (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ActACT"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder there under (the "Rules and RegulationsRULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and (b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities -------- Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations -------- promulgated thereunder (the "Rules and Regulations") or applicable "Blue --------------------- Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) A. The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated herebyhereby and thereby. (ii) B. The execution and delivery by the Placement Agent of this Agreement Agreement, and the consummation of the transactions contemplated herein and therein, will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's ’s knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement Assuming the due authorization, execution, delivery and performance by the Company, this Agreement, when executed and delivered by the Placement Agent, will constitute the a legal, valid and binding obligations obligation of the Placement Agent, enforceable in accordance with their its respective terms, except to the extent that (ai) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (bii) the enforceability hereof or thereof is subject to general principles of equity, or and (ciii) the indemnification provisions hereof or thereof may be held to be in violation violative of public policy. (iii) Upon receipt and execution of this Agreement, the C. The Placement Agent will promptly forward copies deliver to each purchaser of this Agreement Shares, prior to any submission by such person of a written offer relating to the Company purchase of the Shares, a copy of the Offering Documents as they may have been most recently amended or its counsel and supplemented by the Investor or its counselCompany. (iv) D. The Placement Agent will not deliver the Offering Documents to any person it does not reasonably believe to be an Accredited Investor. E. The Placement Agent (i) will not intentionally take any action that which it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 1934, as amended (the "1934 “Exchange Act"”), the respective rules and regulations promulgated thereunder (the "“Rules and Regulations") ”), or applicable "Blue Sky" Sky laws of any state or jurisdiction, and (ii) will comply with Rule 502(c) of Regulation D under the Securities Act. F. The Placement Agent shall use all reasonable efforts to determine whether any prospective purchaser is a qualified Accredited Investor. The Placement Agent shall have no obligation to insure that (vi) any check, note, draft or other means of payment for the Shares will be honored, paid or enforceable against the subscriber in accordance with its terms, or (ii) subject to the performance of the Placement Agent’s obligations and the accuracy of the Placement Agent’s representations and warranties hereunder, (a) the Offering is exempt from the registration requirements of the Securities Act or any applicable state “Blue Sky” law, or (b) any prospective purchaser is a qualified Accredited Investor. G. The Placement Agent is a member of the National Association of Securities Dealers, Inc.Financial Industry Regulatory Authority, and is a broker-dealer registered as such under the 1934 Exchange Act and under the securities laws of the states in which the Securities Shares will be offered or sold by the Placement Agent Agent, unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's ’s participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated herebyhereby . (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ActACT"), the Securities Exchange Act of 1934 (the "1934 ActACT"), the respective rules and regulations promulgated thereunder there under (the "Rules and RegulationsRULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and (b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor. (vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary corporate power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ActACT"), the Securities Exchange Act of 1934 (the "1934 ActACT"), the respective rules and regulations promulgated thereunder there under (the "Rules and RegulationsRULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in compliance in all material compliance respects with the all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this AgreementAgreement by it, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) : The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) . The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) . Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) . The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction. (v) . The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as followsagrees with the Fund, for its benefit that: (ia) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or duly formed and validly existing limited liability company under the laws of the State of New York and has the requisite power and authority to conduct its business as contemplated by which its organizational documents; (b) the execution, delivery and performance of this Agreement by the Placement Agent or its properties are boundhas been duly authorized by all necessary action, or any judgmentand upon execution and delivery hereof, decreethis Agreement will be a valid, order or, to binding and enforceable obligation of the Placement Agent's knowledge, any statute, rule or regulation applicable to ; (c) the Placement Agent. This Agent will offer the Units for sale and will solicit offers to buy the Units only in compliance with the procedures described in the Registration Statement, the Prospectus, the Statement of Additional Information and this Agreement when executed and delivered in accordance with applicable law; (d) without the prior consent of the Fund, no steps will be taken by the Placement Agent to qualify the Units for sale in any jurisdiction outside of the United States; (e) neither the Placement Agent, will constitute the legal, valid and binding obligations nor any person acting on behalf of the Placement Agent, enforceable shall offer the Units in accordance with their respective termsany jurisdiction, except in compliance with the applicable law in any such jurisdiction in which such offering is made; (f) the Placement Agent will notify the Fund promptly of any occurrence of which it becomes aware which is material in the context of the offering and sale of the Units, including any event which shall lead the Placement Agent to reasonably believe that the Registration Statement, the Prospectus, the Statement of Additional Information or any of the Marketing Materials is or will be misleading in any material respect, or which affects any of the representations, warranties, agreements and indemnities by the Placement Agent contained in this Agreement (or which would have affected any of the same if this Agreement had been entered into immediately thereafter), and will take such steps as may be reasonably requested by the Fund to remedy and/or publicize the same; (g) the Placement Agent, in connection with each sale of Units made by or through it, has complied, and will comply, with all applicable anti-money laundering laws and regulations, including without limitation the USA PATRIOT Act of 2001 (the “USA PATRIOT Act”) (collectively, the “Anti-Money Laundering Laws”); the Placement Agent has established and will maintain an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, will conduct in relation to each person who purchases Units from or through it such due diligence investigations as may be required by the Anti-Money Laundering Laws, including investigations with respect to the extent that legitimacy of the applicable purchaser (atogether with any beneficial owner represented by such purchaser) and the enforceability hereof origin of the funds used by such purchaser (or thereof may be limited by bankruptcybeneficial owner) to purchase its Units, insolvencyand maintains, reorganizationand will maintain, moratorium or similar laws from time sufficient information to time in effect identify the applicable purchaser (and affecting any related beneficial owner) for purposes of the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, Anti-Money Laundering Laws; the Placement Agent will promptly forward provide the Fund with such information (including copies of this Agreement written investor representations and internal due diligence or investigatory reports prepared by the Placement Agent) as the Fund may from time to time reasonably request to establish, or to demonstrate, compliance by the Fund with any Anti-Money Laundering Laws that are now, or hereafter become, applicable to it in connection with the offering of the Units (“Applicable AML Laws”); and the Placement Agent will cooperate in good faith with the Fund to amend the offering procedures set forth herein and the Placement Agent’s duties hereunder in such manner as may from time to time be required for the Fund to establish compliance with Applicable AML Laws; (h) the Placement Agent has used and will use commercially reasonable due diligence with respect to accepting as clients any investors who have purchased or will purchase through it and with respect to introducing investors to the Company Fund, and to the best of the Placement Agent’s knowledge, such clients’ funds used to purchase Units were not and will not be derived from, nor the product of, any criminal activity; (i) the Placement Agent will reasonably believe immediately prior to making any offer or sale of Units that any prospective investor solicited by the Placement Agent is (i) a person whose net worth, as determined under Rule 501(a)(5) of Regulation D under the Securities Act, either individually or jointly with a spouse, is over $1,000,000, and meets such other eligibility criteria as are set forth in the Registration Statement, the Prospectus, the Statement of Additional Information and Subscription Agreement, and (ii) a “U.S. Person” as defined in Regulation S under the Securities Act and as defined under the United States Internal Revenue Code of 1986 (the “Code”) (defined in the Code as “United States persons”); (j) the Placement Agent will ensure that all of its counsel associated persons involved in offering and selling the Units have all necessary licenses and registrations to do so under applicable law; (k) the Placement Agent is registered under the Exchange Act as a broker-dealer and is a member of FINRA. The Placement Agent has, and will maintain during the term of this Agreement, all licenses and registrations necessary under applicable federal and state laws, rules and regulations, including the rules and regulation of any self-regulatory organization (including FINRA) with competent jurisdiction, to provide the services required to be provided by the Placement Agent hereunder; (l) the Placement Agent will deliver or cause to be delivered to each potential investor, prior to the time of any purchase of Units, a copy of the Prospectus and the Investor Statement of Additional Information; (m) the Placement Agent will require any other person appointed as Sub-Placement Agent to offer the Units for sale, or its counsel.solicit offers to buy the Units, only in accordance with the procedures described in the Registration Statement, the Prospectus and the Statement of Additional Information; (n) the Placement Agent shall provide to the Fund, at least quarterly, a written report of services and expenses provided or incurred under this Agreement, and the purposes for which such services were performed and expenses were incurred; and (o) the Placement Agent shall perform the following services, directly and/or through one or more Sub-Placement Agents (the services in clauses (i) – (xiii) are referred to as “Personal Account Maintenance Services”): (i) maintain records reflecting the identity of all persons to which it offered and sold Units as well information regarding the suitability of such Units for such offerees and investors and the eligibility of such persons to invest in the Fund consistent with the Prospectus, for at least six years in accordance with applicable law, and provide copies to the Fund upon request; (ii) establish and maintain (or assist in establishing and maintaining) individual accounts and records with respect to Unitholders; (iii) provide periodic statements to Unitholders showing the NAV of their Units and transactions during the relevant period; (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause promptly distribute to Unitholders periodic and other reports issued by the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "1934 Act"), the respective rules and regulations promulgated thereunder (the "Rules and Regulations") or applicable "Blue Sky" laws of any state or jurisdiction.Fund; (v) The Placement Agent is a member handle all tax withholding and remittances required by federal income tax laws with respect to Unitholder accounts, prepare and file with the Internal Revenue Service all required returns and statements and prepare and mail to each Unitholder all statements and reports of the National Association of Securities DealersFund, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which including those required by the Securities will Act or the 1940 Act, as amended; (vi) process and issue, or assist in processing and issuing confirmations regarding orders to purchase and (to the extent permitted), redemptions of Units and provide such confirmations to the applicable Unitholders; (vii) process Unitholders’ Commitments for Units and receive and transmit, or assist in receiving and transmitting, funds representing contributions and distributions (including returns of capital and redemption proceeds, if applicable); (viii) provide such information as may be offered or sold reasonably requested by the Placement Agent unless an exemption Fund and its investment adviser (the “Manager”) to enable the Fund to comply with applicable federal or state laws (including “blue-sky” laws); (ix) answer client inquiries and respond to client correspondence; (x) assist prospective investors in completing Subscription Agreements and similar services; (xi) act as liaison between Unitholders and the Fund; (xii) provide account administration services to Unitholders; and (xiii) otherwise process payments for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the OfferingFund on behalf of Unitholders.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's ’s knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "“1933 Act"”), the Securities Exchange Act of 1934 (the "“1934 Act"”), the respective rules and regulations promulgated thereunder (the "“Rules and Regulations"”) or applicable "“Blue Sky" ” laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's ’s participation in the Offering. (vi) None of the Placement Agent, the Company, or the Investor have separate agreements or understandings (whether written or oral) with any of the other parties to this Letter the terms of which reduce or conflict with the obligations of the Placement Agent under this Agreement.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as followsto the Company, that: (ia) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when has been duly authorized, executed and delivered by the Placement Agent, will constitute Agent and constitutes the legal, valid and binding obligations obligation of the Placement Agent, enforceable against the Placement Agent in accordance with their respective terms, its terms (i) except to the extent that (a) the as enforceability hereof or thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws from time to time now or hereafter in effect and related to laws affecting the creditors’ rights of creditors generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and except that no representation is made herein regarding the enforceability of the Placement Agent’s obligations to provide indemnification and contribution remedies under the securities laws and (ii) subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). (b) It is, and on the enforceability hereof or thereof is subject to general principles date of equity, or each Closing shall be (ci) a broker-dealer registered under the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the U.S. Securities Exchange Act of 19331934, as amended (the "1933 Act"), the Securities Exchange Act of 1934 (the "“1934 Act")”) with the SEC, (ii) a member in good standing of the respective rules Financial Industry Regulatory Authority, Inc., (iii) registered as a broker-dealer and regulations promulgated thereunder (be a member in good standing in each jurisdiction in which it is required to be registered in order to offer and sell the "Rules and Regulations") Units or applicable "Blue Sky" laws of any state or to perform the services described in this Agreement in such jurisdiction. (vc) It acknowledges that the Units have not been registered under the 1933 Act and may be offered and sold only in transactions exempt form or not subject to the registration requirements of the 1933 Act. (d) It has not offered or sold, and will not offer or sell, any Units except in compliance with Section 3(e) through (g) below. (e) Offers and sales of the Units by it have not been and shall not be made: (i) by any form of general solicitation or general advertising (as those terms are used in Regulation D), including advertisements, articles, notices or other communications published in any newspaper, magazine, or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising or (ii) in any manner involving a public offering within the meaning of Section 4(2) of the 1933 Act. (f) Any offer or solicitation of an offer to buy the Units that has been made or will be made only to investors that the Placement Agent believes to be “accredited investors” (as defined in Regulation D) and sales will only be made to “accredited investors” pursuant to a Subscription Agreement. (g) The Placement Agent is a member has not made and will not make an offer of the National Association Units on the basis of Securities Dealers, Inc.any communications or documents relating to the Company or the Units except the Memorandum, and is a broker-dealer registered as such under an investor Power Point presentation and executive overview approved by the 1934 Act and under Company (collectively, the securities laws “Investor Presentation”). Without limiting the generality of the states foregoing, the Placement Agent has not made and will not make any representation as to any rate of return on investment that an investor may obtain from the ownership of the Units, other than that as set forth in which the Securities Memorandum. The Placement Agent has delivered or will be offered or sold deliver a copy of the Memorandum (and any amendments and supplements thereto) to each prospective investor solicited by it prior to such investor’s execution of the applicable Transaction Documents. (h) Any contents of the Memorandum provided to the Company in writing (including by e-mail) by the Placement Agent unless an exemption specifically for such state registration is available to inclusion in the Placement Agent. The Placement Agent is in material compliance with Memorandum or the rules and regulations applicable to Investor Presentation are based on or derived from sources that the Placement Agent generally believes to be reliable and applicable to the Placement Agent's participation in the Offeringaccurate.

Representations, Warranties and Covenants of the Placement Agent. A. The Placement Agent represents, warrants and covenants as follows: (i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby. (ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. (iii) Upon receipt and execution of this Agreement, the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel. (iv) The Placement Agent will not intentionally take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ActACT"), the Securities Exchange Act of 1934 (the "1934 ActACT"), the respective rules and regulations promulgated thereunder (the "Rules and RegulationsRULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction. (v) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in material compliance with the rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.