Common use of AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES Clause in Contracts

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents to act as its exclusive agents to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement Agents, solicit or accept offers to purchase the Units otherwise than through the Placement Agents. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreed, as agent of the Company, to use their respective commercially reasonable “best efforts” to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any Placement Agent be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of the Units, each Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents as agent for the Company at such times and in such amounts as the Placement Agents deems advisable. Each Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.5%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Securities from the Company in connection with the proposed public offering of the Units Securities (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Securities otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective commercially its reasonable “best efforts” efforts to solicit offers to purchase the Units Securities from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Securities has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Securities for its own account and, in soliciting purchases of the UnitsSecurities, each the Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units Securities may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Securities and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Securities received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units Securities are being sold to the Purchasers at an aggregate the following initial public offering price of price: $•. __ per Class A Unit (the “Class A Unit Purchase Price”) and $_____ per Class B Unit. The purchases of the Units Securities by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, a cash fee (the “Cash Fee”) in an aggregate amount equal to six and one-half seven percent (6.57.0%) of the gross proceeds received by the Company from the sale of the Units Securities on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (. The Cash Fee is hereinafter referred to herein as the “ExclusionsPlacement Fee”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeFee. (f) No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Securities to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Securities from the Company in connection with the proposed public offering of the Units Securities (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Securities otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective commercially its reasonable “best efforts” efforts to solicit offers to purchase the Units Securities from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Securities has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Securities for its own account and, in soliciting purchases of the UnitsSecurities, each the Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units Securities may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Securities and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Securities received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units Securities are being sold to the Purchasers at an aggregate the following initial public offering price of prices: $•. [●] per Class A Unit and $[●] per Class B Unit. The purchases of the Units Securities by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, a cash fee (the “Cash Fee”) in an aggregate amount equal to six five and one-half quarter percent (6.55.25%) of the gross proceeds received by the Company from the sale of the Units Securities on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (. The Cash Fee is hereinafter referred to herein as the “ExclusionsPlacement Fee”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeFee. (f) No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Securities to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective commercially reasonable “its best efforts” efforts to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of the Units, each the Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units are being sold to the Purchasers at an aggregate initial public offering a price of $•. The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.5%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.2.51

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Shares from the Company in connection with the proposed public offering of the Units Shares pursuant to the Registration Statement hereinafter defined (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 9, the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Shares otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective commercially its reasonable “best efforts” efforts to solicit offers to purchase the Units Shares from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Shares has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent or any of its Affiliates (as defined below) be obligated to underwrite or purchase any Units Shares for its own account and, in soliciting purchases of the UnitsShares, each the Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents as agent for the Company at such times and in such amounts as the Placement Agents deems advisable. Each Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof)used herein, the Company shall (i) pay to term “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Placement Agents by wire transfer Securities Act of immediately available funds to an account or accounts designated by the Placement Agent1933, an aggregate amount equal to six and one-half percent (6.5%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) as amended (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent WarrantsSecurities Act”), in substantially and the same form as the Warrants with the changes described belowterm “Person” means an individual or corporation, entitling the Placement Agentspartnership, trust, incorporated or their respective designees and assignsunincorporated association, to purchase up to joint venture, limited liability company, joint stock company, government (or an aggregate of one and one-quarter percent (1.25%agency or subdivision thereof) of the total number of Shares sold in the Offering (net or other entity of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreekind. (f) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (aI) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 ), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units otherwise than through the Placement AgentsAgent. (bII) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent agrees, as agent of the Company, to use their respective commercially its reasonable “best efforts” efforts to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use reasonable best efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of the Units, each the Placement Agent shall act solely as the Company’s agent and not as principal. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Units as a principal. (cIII) Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementits agreement contained herein. (dIV) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Companyparties thereto. (eV) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.56%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (fVI) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the such Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Units to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, claim or damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) hereinCompany.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents XX Xxxxx to act as its exclusive agents agent (in such capacity, the “Placement Agent”) to solicit offers for the purchase of all or part of the Units Stock from the Company in connection with the proposed public offering of the Units Stock (the “Offering”). Until the Closing Date (So long as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 shall remain in effect, the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Stock otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent agrees, as agent of the Company, to use their respective its commercially reasonable “best efforts” efforts to solicit offers to purchase the Units Stock from the Company on the terms and subject to the conditions set forth in the Base Prospectus (as defined below) and the Prospectus Supplement (as defined below). The Placement Agents Agent shall use make commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Stock has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Stock for its own account and, in soliciting purchases of Stock, the Units, each Placement Agent shall act solely as the Company’s agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in Section 1(c), it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Stock as principal, provided that the fact that the Placement Agent (or its affiliate) is a Purchaser is disclosed to the Company and the Company approves such purchase of Stock in accordance with Section 1(c). (c) Subject to the provisions of this Section 21, offers for the purchase of the Units Stock may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Stock received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Stock and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without subject to providing prior notice to the Company, to reject any offer to purchase Units Stock received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementits agreement contained herein. (d) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. The purchases of the Units Stock by the Purchasers shall be evidenced by the execution of the Subscription Agreements by each of the Purchasers and the Companyparties thereto. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), below) the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.56.0%) of the gross proceeds received by the Company from the sale of the Units Stock on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) No Units Stock which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Stock shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Stock to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, claim or damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) hereinCompany.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) 2.1 The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents placement agent to solicit offers for the purchase of all or any part of the Units from the Company in connection with the proposed public offering of the Units (the “Offering”). Until the earlier of the termination of this Agreement or the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 ), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units otherwise than through the Placement AgentsAgent. (b) 2.2 The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent agrees, as agent of the Company, to use their respective its commercially reasonable “best efforts” efforts to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units for its own account and, in account. In soliciting purchases of the Units, each the Placement Agent shall act solely as the Company’s agent agents and not as a principal. Furthermore, the execution of this Agreement does not ensure any placement of Units or any portion thereof or a constitute a guarantee or warranty of the ability of the Placement Agent with respect to securing any financing on behalf of the Company, all of which are expressly disclaimed by the Placement Agent. Notwithstanding the foregoing and except as otherwise provided in Section 2.3, it is understood and agreed that the Placement Agent (or its affiliates) may, solely at their discretion and without any obligation to do so, purchase Units as principals. (c) 2.3 Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercisedreasonable discretion, without with notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementits agreement contained herein. (d) 2.4 The Units are being sold to the Purchasers at an aggregate initial public offering a price of $•. 2.00 per Unit. The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) 2.5 As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall shall: (ia) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six point three-six-seven-three (6.3673%) (or two and one-half percent (6.52.5%) percent from gross proceeds received from the entities listed on Schedule A hereto) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) Date (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent WarrantsFee”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) 2.6 No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the such Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver the Shares and Warrants to a Purchaser (under this Agreement or pursuant to the Escrow Agreement (as defined in Section 3.11 herein), or otherwise) whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) hereinhereof.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents to act as its exclusive agents to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement Agents, solicit or accept offers to purchase the Units otherwise than through the Placement Agents. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreed, as agent of the Company, to use their respective commercially reasonable “best efforts” to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any Placement Agent be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of the Units, each Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents as agent for the Company at such times and in such amounts as the Placement Agents deems advisable. Each Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. 0.75. The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.5%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. Notwithstanding the provisions of this Section 2(e), no fees shall be payable to the Placement Agents and no Agent Warrants shall be issuable to the Placement Agents with respect to sales made to Purchasers who are residents of Georgia, South Carolina or Texas. (f) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents MDB to act as its exclusive agents agent (in such capacity, the “Placement Agent”) to solicit offers for the purchase of all or part of the Units Shares from the Company in connection with the proposed public offering of the Units Shares (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 July 3, 2009, the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Shares otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreed, as agent of the Company, to use their respective Agent shall make commercially reasonable “best efforts” to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Shares has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Shares for its own account and, in soliciting purchases of Shares, the Units, each Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents as agent for the Company at such times and in such amounts as the Placement Agents deems advisable. Each Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Shares and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementits agreement contained herein. (d) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. The purchases of the Units Shares by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the CompanyPurchase Agreements. (e) As compensation for services rendered, on the each Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.56%) of the gross proceeds received by the Company from the sale of the Units Shares on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) No Units Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Purchase Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the such Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, claim or damage or expense arising from or as a result of such default by the Company in accordance with Company. (g) The Placement Agent shall make reasonable efforts to obtain a communication from the procedures set forth in Section 8(cFinancial Industry Regulatory Authority (“FINRA”) hereinindicating that FINRA shall have raised no objection to the fairness and reasonableness of the placement agent terms and arrangements.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. 2.1 The Company has authorized and hereby acknowledges that the Placement Agent has acted as its exclusive agent to solicit offers for the purchase of all or part of the Shares from the Company in connection with the proposed offering of the Shares (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon the termination of this Agreement pursuant to Section 10, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Shares otherwise than through the Placement Agent. 2.2 On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents to act as its exclusive agents to solicit offers for the purchase of all or part of the Units from , the Company in connection with agrees to issue and sell to the proposed public offering of the Units (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement Agents, solicit or accept offers to purchase the Units otherwise than through the Placement Agents. (b) The Company hereby acknowledges that Agent, acting as agent, and the Placement Agents have, separately Agent agrees to offer and not jointly, agreed, as agent of sell the Company, to use their respective commercially reasonable Shares for the Company on a “best efforts” basis pursuant to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below)this Agreement. The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been Shares was solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Shares for its own account and, in soliciting purchases of Shares, the Units, each Placement Agent shall act acted and is acting solely as the Company’s agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in Section 2.3, it is understood and agreed that the Placement Agent {00044218.DOCX;1} (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Shares as principal. (c) 2.3 Subject to the provisions of this Section 2, offers for the purchase of the Units may be Shares were solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents deems Agent deemed advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Shares received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Shares and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) 2.4 The Units Shares are being sold to the Purchasers at an aggregate initial public offering a price of $•. 11.00 per Share. The purchases of the Units Shares by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) 2.5 As compensation for services rendered, on the a Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.56%) of the gross proceeds received by the Company from the sale of the Units Shares on such Closing DateDate from Purchasers solicited by, excluding 50% of any purchase price paid by employees of or introduced to the Company or by by, the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) Placement Agent (the “ExclusionsPlacement Fee”) ). The Placement Agent and (ii) issue QIU agree that the foregoing compensation, together with any compensation payable to the QIU under Section 9 hereof and any expense reimbursement payable to the Placement AgentsAgent and the QIU hereunder, or as constitutes all of the compensation that the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, QIU are entitled to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf receive in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeoffering contemplated hereby. (f) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents to act as its exclusive agents to solicit offers for the purchase of all or part of the Units Shares from the Company in connection with the proposed public offering of the Units Shares (the “Offering”). Until the Closing Date (as defined in Section 4 3 hereof) or earlier upon the termination of this Agreement pursuant to Section 9 the Offering, the Company shall not, without the prior written consent of the Placement AgentsRepresentative, solicit or accept offers to purchase the Units Shares otherwise than through the Placement Agents. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedagree, as agent agents of the Company, to use their respective commercially reasonable “best efforts” efforts to solicit offers to purchase the Units Shares from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents shall use make commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Shares has been solicited by the Placement Agent Agents and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent Agents be obligated to underwrite or purchase any Units Shares for its their own account and, in soliciting purchases of Shares, the Units, each Placement Agent Agents shall act solely as the Company’s agent agents and not as principalprincipals. Notwithstanding the foregoing and except as otherwise provided in Section 1(c) hereof, it is understood and agreed that the Placement Agents (or their affiliates) may, solely at their discretion and without any obligation to do so, purchase Shares as principals, provided, however, that any such purchases by the Placement Agents shall be subject to the prior approval of the Company, in its sole discretion, and that such purchases are properly disclosed in the General Disclosure Package if required under the securities laws. (c) Subject to the provisions of this Section 21, offers for the purchase of the Units Shares may be solicited by the Placement Agents as agent agents for the Company at such times and in such amounts as the Placement Agents deems deem advisable. Each Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Shares received by it as agent of the Company. The Company shall have the sole and absolute right to accept offers to purchase the Units Shares and may reject any such offer, in whole or in part. Each Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementits agreement contained herein. (d) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. The purchases of the Units Shares by the Purchasers shall be evidenced by the execution of the Subscription Agreements by each of the Purchasers and the Companyparties thereto. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents (or cause to be paid out of escrow) by wire transfer of immediately available funds to an account or accounts designated by the Placement AgentRepresentative, an aggregate amount equal to six five and one-a half percent (6.55.5%) of the gross proceeds received by the Company from the sale of the Units Shares on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) No Units Share which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Share shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver any Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, claim or damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein7 hereof.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units Shares and the Warrants (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective commercially its reasonable “best efforts” efforts to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of the Units, each the Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. 2.50 per Unit (the “Public Offering Price”). The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half seven percent (6.57.0%) of the gross proceeds received by the Company (the “Placement Fee”) from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeFee. (f) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such the Shares and Warrants included in the comprising such Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver the Shares and Warrants comprising the Units to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents to act as its exclusive agents to solicit offers for the purchase of all or part of the Units Offered Shares from the Company in connection with the proposed public offering of the Units Offered Shares (the “‘‘Offering”’’). Until the Closing Date (as defined in Section 4 hereofhereinafter defined) or earlier upon termination of this Agreement pursuant to Section 9 (as hereinafter provided), the Company shall not, without the prior written consent of the Placement AgentsRepresentative, solicit or accept offers to purchase the Units Offered Shares otherwise than through the Placement Agents. LCM may utilize the expertise of Lazard Frères & Co. LLC in connection with LCM’s placement agent activities. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedagree, as agent agents of the Company, to use their respective commercially reasonable “best efforts” efforts to solicit offers to purchase the Units Offered Shares from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below)Company. The Placement Agents shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Offered Shares has been solicited by the Placement Agent Agents and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent Agents be obligated to underwrite or purchase any Units Offered Shares for its their own account accounts and, in soliciting purchases of Offered Shares, the Units, each Placement Agent Agents shall act solely as the Company’s agent agents and not as principalprincipals. Notwithstanding the foregoing and except as otherwise provided in Section 1(b), it is understood and agreed that the Placement Agents (or their affiliates) may, solely at their discretion and without any obligation to do so, purchase Offered Shares as principals. (c) Subject to the provisions of this Section 21, offers for the purchase of the Units Offered Shares may be solicited by the Placement Agents as agent agents for the Company at such times and in such amounts as the Placement Agents deems deem advisable. Each Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Offered Shares received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Offered Shares and may reject any such offer, in whole or in part. Each Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Offered Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementits agreement contained herein. (d) The Units Offered Shares are being sold to the Purchasers at an aggregate initial public offering a price of $•. 2.15 per Offered Share. The purchases of the Units Offered Shares by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof)Date, the Company shall (i) pay to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Placement AgentRepresentative, an aggregate amount equal to six and one-half percent (6.56.0%) of the gross proceeds received by the Company from the sale of the Units Offered Shares on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) No Units Offered Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the such Offered Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Offered Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) 9 herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein containedcontained herein, and subject to all the terms and conditions of this Agreement: (a) a. The Company hereby authorizes acknowledges that the Placement Agents to act Agent acted as its exclusive agents sole agent to solicit offers for the purchase of all or part of the Units Stock from the Company in connection with the proposed public offering of the Units Stock (the “Offering”). Until the Closing Date (as defined in Section 4 7 hereof) or earlier upon termination of this Agreement pursuant to Section 9 ), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Stock otherwise than through the Placement AgentsAgent. (b) b. The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent, as agent of the Company, to use their respective commercially reasonable “used its best efforts” efforts to solicit offers to purchase the Units Stock from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been the Stock was solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Stock for its own account and, in soliciting purchases of Stock, the Units, each Placement Agent shall act acted solely as the Company’s agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in this Section 2.b, it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase the Stock as principal. (c) Subject to the provisions of this Section 2, offers c. Offers for the purchase of the Units may be Stock were solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents deems Agent deemed advisable. Each The Placement Agent shall communicate communicated to the Company, orally or in writing, each reasonable offer to purchase Units Stock received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Stock and may reject any such offer, in whole or in part. Each The Placement Agent shall have has the right, in its discretion reasonably exerciseddiscretion, without notice to the Company, to reject any offer to purchase Units Stock received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) d. The Units are Stock is being sold to the Purchasers at an aggregate initial public offering a price of $•. US$9.00 per share. The purchases of the Units Stock by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) e. As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof)Date, the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.5%) 5% of the gross proceeds received by the Company from the sale Sale of the Units on such Closing Date, excluding 50% of Stock. The fees set forth above shall supersede any purchase price paid by employees and all fees payable to BMC pursuant to the terms of the Company or by engagement letter between BMC and the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) Company, dated November 28, 2009, as amended (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent WarrantsEngagement Letter”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) f. No Units share of Stock which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such share of Stock shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Stock to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) 11 herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein containedcontained herein, and subject to all the terms and conditions of this Agreement: (a) a. The Company hereby authorizes acknowledges that the Placement Agents to act Agent acted as its exclusive agents sole agent to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units (the “Offering”). Until the Closing Date (as defined in Section 4 7 hereof) or earlier upon termination of this Agreement pursuant to Section 9 ), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Stock or the Warrants otherwise than through the Placement AgentsAgent. (b) b. The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent, as agent of the Company, to use their respective commercially reasonable “used its best efforts” efforts to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase the Units has been was solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of the Units, each the Placement Agent shall act acted solely as the Company’s 's agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in this Section 2.b, it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase the Units as principal. (c) Subject to the provisions of this Section 2, offers c. Offers for the purchase of the Units may be were solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents deems Agent deemed advisable. Each The Placement Agent shall communicate communicated to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each The Placement Agent shall have has the right, in its discretion reasonably exerciseddiscretion, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) d. The Units are being sold to the Purchasers at an aggregate initial public offering a price of $•. US$3.55 per Unit. The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) e. As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof)Date, the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.5%) 5% of the gross proceeds received by the Company from the sale Sale of the Units on such Closing Date, excluding 50and an aggregate amount equal to 5% of any purchase price paid the gross proceeds received by employees the Company upon exercise of the Company or by Warrants. The fees set forth above shall supersede any and all fees payable to Cowen pursuant to the Peierls family terms of the engagement letter between Cowen and affiliates (such exclusion shall not reduce such fee by more than 5%) the Company, dated October 10, 2009, as amended (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent WarrantsEngagement Letter”), in substantially except for the same form as $10,000 retainer paid by the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, Company to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal Cowen pursuant to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeEngagement Letter. (f) f. No Units Unit which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Unit shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Units to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) 11 herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, contained and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes , the Placement Agents Agent agrees to act act, on a best efforts basis, as its exclusive agents to solicit offers for the purchase of all or part of the Units from the Company Company’s placement agent in connection with the proposed public offering sale by the Company of the Units (to the “Offering”). Until Investors and that the Closing Date (as defined in Section 4 hereof) or earlier upon termination execution of this Agreement pursuant does not constitute a commitment by the Placement Agent to Section 9 purchase the Company shall not, without Securities and does not ensure the prior written consent successful placement of the Securities or any portion thereof or the success of the Placement Agents, solicit or accept offers Agent with respect to purchase the Units otherwise than through the Placement Agents. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreed, as agent securing any other financing on behalf of the Company, . The Placement Agent agrees to use their respective commercially reasonable “its best efforts” efforts to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents shall use reasonable efforts Agent has no authority to assist bind the Company in obtaining performance by each Purchaser whose with respect to any prospective offer to purchase Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any Placement Agent be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of the Units, each Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents as agent for the Company at such times and in such amounts as the Placement Agents deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each The Placement Agent shall use best efforts to assist the Company in obtaining performance by each Investor whose offer to purchase Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. The Placement Agent shall have the rightright to enter into agreements with other FINRA member-firms to act as selected-dealers in connection with the Placement. Amounts payable to such selected-dealers, if any, shall be paid by the Placement Agent, and in its discretion reasonably exercised, without notice no event shall any such payments increase the amounts payable by the Company to the Company, to reject any offer to Placement Agent under Section 1(c) below. The purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. The purchases of the Units by the Purchasers an Investor shall be evidenced by the execution of Subscription Agreements a Purchase Agreement by each of the Purchasers such Investor and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.5%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) No Units which that the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements or any Purchase Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the such Units shall have been delivered to the Purchaser Investor thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) hereinInvestor.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Shares and the Warrants from the Company in connection with the proposed public offering of the Units Shares and the Warrants (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Shares and the Warrants otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective its commercially reasonable “best efforts” to solicit offers to purchase the Units Shares and the Warrants from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Shares and Warrants has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Shares or Warrants for its own account and, in soliciting purchases of the UnitsShares and the Warrants, each the Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units Shares and the Warrants may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Shares and Warrants received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Shares and Warrants and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Shares and Warrants received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units Shares and Warrants are being sold to the Purchasers at an aggregate initial a combined public offering price of $•. 2.25 per Share and related Warrants (the “Public Offering Price”). The purchases of the Units Shares and Warrants by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half seven percent (6.57.0%) of the gross proceeds received by the Company (the “Placement Fee”) from the sale of the Units Shares and the Warrants on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeFee. (f) Upon the successful completion of the Offering, for a period of twelve (12) months from the date of this Agreement, the Company grants the Representative the right of participation to act as lead managing underwriter and book runner or sole placement agent for any and all future registered offerings and private placements of equity, equity-linked and debt offerings during such twelve (12) month period of the Company, or any successor to or any subsidiary of the Company, other than registered offerings pursuant to the ATM Agreement (as defined herein), the Company’s current engagement letter with Young America Capital, LLC and private placements of equity, equity-linked and debt securities in which the Company does not engage a placement agent. (g) No Units Shares and Warrants which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the such Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein. (h) The Placement Agent, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, has not made and will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Firm Units and the Series B Warrants from the Company in connection with the proposed public offering of the Units Firm Securities (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Firm Securities and the Warrants otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective commercially its reasonable “best efforts” efforts to solicit offers to purchase the Units Firm Securities from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Firm Securities has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Firm Securities for its own account and, in soliciting purchases of the UnitsFirm Securities, each the Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units Firm Securities may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Firm Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Firm Securities and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Firm Securities received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units Firm Securities are being sold to the Purchasers at an aggregate initial public offering price of $•. 0.15 per Firm Unit and Series B Warrant. The purchases of the Units Firm Securities by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, a cash fee (the “Cash Fee”) in an aggregate amount equal to six and one-half five percent (6.55.0%) of the gross proceeds received by the Company from the sale of the Units Firm Securities on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) Date and (ii) issue to the Placement AgentsAgent, or as the Placement Agents Agent may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Series B Warrants (except that the Agent Warrants shall be exercisable for five (5) years and shall provide for a cashless exercise) with the changes transfer restrictions described below, entitling the Placement AgentsAgent, or their respective designees and its assigns, to purchase additional units (the “Agent Units”) up to an aggregate of one and one-quarter five percent (1.255.0%) of the total number of Shares Firm Units sold in the Offering (net Offering; notwithstanding the foregoing, the Placement Agent shall not receive any Agent Warrants with respect to gross proceeds from the sale of Firm Securities, or Firm Units issued, to any Exclusions) (officer or director of the Company or their affiliates. The shares of Common Stock included in the Agent Units are hereinafter referred to as the “Agent Shares” and the Series A Warrants included in the Agent Units are hereinafter referred to as the “Agent Series A Warrants.” The Agent Units will not be separately issued or certificated and the Agent Shares and the Agent Series A Warrants shall be immediately separable and transferable upon issuance, subject to the restrictions referenced below. The shares of Common Stock issuable upon the exercise of the Agent Series A Warrants are hereinafter referred to as the “Agent Series A Warrant Shares.” and, collectively with the The Agent Warrants, the Agent Units, the Agent Shares, the Agent Series A Warrants and the Agent Series A Warrant Shares are hereinafter collectively referred to as the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. .” The Agent Warrants will Securities are deemed to be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-180 days following the effective date of the Offering offering pursuant to FINRA Rule 5110(g)(1). Each The Cash Fee and the Agent Warrants are hereinafter referred to herein as the “Placement Fee”. The Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeFee. (f) No Units Firm Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Firm Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Firm Securities to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) 2.1 The Company acknowledges and hereby authorizes the Placement Agents Agent to act as its exclusive agents placement agent on a best efforts basis to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units (the “Offering”). Until the earlier of the termination of this Agreement or the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 ), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units otherwise than through the Placement AgentsAgent. (b) 2.2 The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent agrees, as agent of the Company, to use their respective commercially reasonable “its best efforts” efforts to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units for its own account and, in account. In soliciting purchases of the Units, each the Placement Agent shall act solely as the Company’s agent agents and not as a principal. Furthermore, the execution of this Agreement does not ensure any placement of Units or any portion thereof or a constitute a guarantee or warranty of the ability of the Placement Agent with respect to securing any financing on behalf of the Company, all of which are expressly disclaimed by the Placement Agent. Notwithstanding the foregoing and except as otherwise provided in Section 2.3, it is understood and agreed that the Placement Agent (or its affiliates) may, solely at their discretion and without any obligation to do so, purchase Units as principals. (c) 2.3 Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) 2.4 The Units are being sold to the Purchasers at an aggregate initial public offering a price of $•. The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.5%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.1.05

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents JPMorgan to act as its exclusive agents agent (in such capacity, the “Placement Agent”) to solicit offers for the purchase of all or part of the Units Stock from the Company in connection with the proposed public offering of the Units Stock (the “Offering”). Until Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 Date, the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase Stock (other than pursuant to the Units exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent agrees, as agent of the Company, to use their respective its best commercially reasonable “best efforts” practicable efforts to solicit offers to purchase the Units Stock from the Company on the terms and subject to the conditions set forth in the Base Prospectus (as defined below) and the Prospectus Supplement (as defined below). The Placement Agents Agent shall use reasonable its best commercially practicable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Stock has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except to facilitate such acceptance by the Company or as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Stock for its own account and, in soliciting purchases of Stock, the Units, each Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 21, offers for the purchase of the Units Stock may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Stock received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Stock and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Stock received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementits agreement contained herein. (d) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. The purchases of the Units Stock by the Purchasers shall may be evidenced by the execution of the Subscription Agreements by each of the Purchasers and the CompanyAgreements. (e) Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agent, and JPMorgan Chase Bank, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement substantially in the form of Exhibit B attached hereto (the “Escrow Agreement”), pursuant to which an escrow account will be established, at the Company’s expense, for the benefit of the Company and the Purchasers (the “Escrow Account”). Prior to the Closing Date (as hereinafter defined), certain of the Purchasers will deposit in the Escrow Account an amount equal to the price per share for the Stock as determined by the Subscription Agreements multiplied by the number of shares of Stock to be purchased by such Purchaser (the “Escrow Funds”). (f) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), below) the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six five and one-half three quarters percent (6.55.75%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeStock. (fg) No Units Stock which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Stock shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Stock to a Purchaser whose offer it has accepted, and from which it has received payment for such Stock, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, claim or damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) hereinCompany.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Shares and the Warrants from the Company in connection with the proposed public offering of the Units Shares and the Warrants (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Shares and the Warrants otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective its commercially reasonable “best efforts” to solicit offers to purchase the Units Shares and the Warrants from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Shares and Warrants has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Shares or Warrants for its own account and, in soliciting purchases of the UnitsShares and the Warrants, each the Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units Shares and the Warrants may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Shares and Warrants received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Shares and Warrants and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Shares and Warrants received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units Shares and Warrants are being sold to the Purchasers at an aggregate initial a combined public offering price of $•. 0.56 per Share and related Warrants (the “Public Offering Price”). The purchases of the Units Shares and Warrants by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.5%) of the gross proceeds received by the Company (the “Placement Fee”) from the sale of the Units Shares and the Warrants on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeFee. (f) No Units Shares and Warrants which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the such Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Securities from the Company in connection with the proposed public offering of the Units Securities (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Securities otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective commercially its reasonable “best efforts” efforts to solicit offers to purchase the Units Securities from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Securities has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Securities for its own account and, in soliciting purchases of the UnitsSecurities, each the Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units Securities may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Securities and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Securities received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units Securities are being sold to the Purchasers at an aggregate the following initial public offering price of $•. price: $ per Unit. The purchases of the Units Securities by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, a cash fee (the “Cash Fee”) in an aggregate amount equal to six and one-half seven percent (6.57.0%) of the gross proceeds received by the Company from the sale of the Units Securities on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (. The Cash Fee is hereinafter referred to herein as the “ExclusionsPlacement Fee”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeFee. (f) No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Securities to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Securities from the Company in connection with the proposed public offering of the Units Securities (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Securities otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective commercially its reasonable “best efforts” efforts to solicit offers to purchase the Units Securities from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Securities has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Securities for its own account and, in soliciting purchases of the UnitsSecurities, each the Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units Securities may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Securities and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Securities received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units Securities are being sold to the Purchasers at an aggregate the following initial public offering price of price: $•. ___ per Class A Unit (the “Class A Unit Purchase Price”) and $_____ per Class B Unit. The purchases of the Units Securities by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, a cash fee (the “Cash Fee”) in an aggregate amount equal to six and one-half seven percent (6.57.0%) of the gross proceeds received by the Company from the sale of the Units Securities on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (. The Cash Fee is hereinafter referred to herein as the “ExclusionsPlacement Fee”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeFee. (f) No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Securities to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Offered Shares from the Company in connection with the proposed public offering of the Units Offered Shares (the “‘‘Offering”’’). Until the Closing Date (as defined in Section 4 hereofhereinafter defined) or earlier upon termination of this Agreement pursuant to Section 9 (as hereinafter provided), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Offered Shares otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent agrees, as agent of the Company, to use their respective commercially reasonable “its best efforts” efforts to solicit offers to purchase the Units Offered Shares from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below)Company. The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Offered Shares has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Offered Shares for its own account and, in soliciting purchases of Offered Shares, the Units, each Placement Agent shall act solely as the Company’s agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in Section 1(b), it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Offered Shares as principal. (c) Subject to the provisions of this Section 21, offers for the purchase of the Units Offered Shares may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Offered Shares received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Offered Shares and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Offered Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementits agreement contained herein. (d) The Units Offered Shares are being sold to the Purchasers at an aggregate initial public offering a price of $•. 2.50 per Offered Share. The purchases of the Units Offered Shares by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof)Date, the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half five percent (6.55%) of the gross proceeds received by the Company from the sale of the Units Offered Shares on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) No Units Offered Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the such Offered Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Offered Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) 9 herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents to act as its exclusive agents to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units (the “Offering”)) of the Units as described in the Prospectus. Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement Agents, solicit or accept offers to purchase the Units otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreed, as agent of the Company, to use their respective commercially reasonable “best efforts” efforts to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any Placement Agent be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of the Units, each Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents as agent for the Company at such times and in such amounts as the Placement Agents deems advisable. Each Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. ·. The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.5%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) Date and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter half percent (1.251.5%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus·. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback effective or an exemption from registration rights with respect to the Agent Warrant Sharesis not available. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). In addition, at the time of any exercise of a Warrant, the Company shall pay to shall pay to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Placement Agents, an aggregate amount equal to six and one-half percent (6.5%) of the gross proceeds received by the Company from such exercise. Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes engages the Placement Agents Agent to act as its exclusive agents to solicit offers for the purchase of all or part of the Units from the Company placement agent, on a reasonable “best efforts” basis, in connection with the proposed public offering issuance and sale by the Company of the Units Securities (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 below), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Securities, or securities convertible into or exercisable or exchangeable for the Securities otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreed, as agent of the Company, to use their respective commercially reasonable “best efforts” to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Securities, for its own account and, in soliciting purchases of Securities, the Units, each Placement Agent shall act solely as the Company’s agent and not as principal. The Company expressly acknowledges and agrees that this Agreement does not in any way constitute a commitment by the Placement Agent to purchase any of the Securities and does not ensure successful placement of the Securities or any portion thereof. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units Securities may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units Securities are being sold to the Purchasers at an aggregate initial the public offering price of $•. 0.08 per Unit. The purchases of the Units Securities by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Companyparties thereto. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 3(b) hereof)) and pursuant to Section 3(a) hereof, the Company shall (i) pay to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by Agent a cash fee (the “Placement Agent, Fee”) in an aggregate amount equal to six and one-half eight percent (6.58.0%) of the gross cash proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeFee. (f) No Units which Securities that the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Securities to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, claim or damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) hereinCompany.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) 2.1 The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 ), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units otherwise than through the Placement AgentsAgent. LCM may utilize the expertise of Lazard Frères & Co. LLC in connection with LCM’s placement agent activities. (b) 2.2 The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent, as agent of the Company, agrees to use their respective its commercially reasonable “best efforts” efforts to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been was solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of the Units, each the Placement Agent shall act solely as the Company’s agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in Section 2.3, it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Units as principal. (c) 2.3 Subject to the provisions of this Section 2, offers for the purchase of the Units may shall be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each The Placement Agent shall have has the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) 2.4 The Units are being sold to the Purchasers at an aggregate initial public offering a price of $•. 2.845 per Unit. The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) 2.5 As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.56%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% ; provided that no fees shall be payable in respect of any purchase price paid by employees proceeds in an amount of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one $8,000,000 invested by those certain entities and one-quarter percent (1.25%) individuals set forth in that certain Letter of Understanding with Respect to Registered Direct Offering, dated October 17, 2007 between the total number of Shares sold in Company and the Offering (net of any Exclusions) Placement Agent (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent SecuritiesLXX”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) 2.6 No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the such Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Units to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Firm Units and the Series B Warrants from the Company in connection with the proposed public offering of the Units Firm Securities (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Firm Securities and the Warrants otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective commercially its reasonable “best efforts” efforts to solicit offers to purchase the Units Firm Securities from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Firm Securities has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Firm Securities for its own account and, in soliciting purchases of the UnitsFirm Securities, each the Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units Firm Securities may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Firm Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Firm Securities and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Firm Securities received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units Firm Securities are being sold to the Purchasers at an aggregate initial public offering price of $•. — per Firm Unit and Series B Warrant. The purchases of the Units Firm Securities by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, a cash fee (the “Cash Fee”) in an aggregate amount equal to six and one-half seven percent (6.57.0%) of the gross proceeds received by the Company from the sale of the Units Firm Securities on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) Date and (ii) issue to the Placement AgentsAgent, or as the Placement Agents Agent may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Series B Warrants (except that the Agent Warrants shall be exercisable for five years and shall provide for a cashless exercise) with the changes transfer restrictions described below, entitling the Placement AgentsAgent, or their respective designees and its assigns, to purchase additional units (the “Agent Units”) up to an aggregate of one and one-quarter percent (1.25%) 5% of the total number of Shares Firm Units sold in the Offering (net Offering; notwithstanding the foregoing, the Placement Agent shall not receive any Cash Fee or any Agent Warrants with respect to gross proceeds from the sale of Firm Securities, or Firm Units issued, to any Exclusions) (officer or director of the Company or their affiliates. The shares of Common Stock included in the Agent Units are hereinafter referred to as the “Agent Shares” and the Series A Warrants included in the Agent Units are hereinafter referred to as the “Agent Series A Warrants.” The Agent Units will not be separately issued or certificated and the Agent Shares and the Agent Series A Warrants shall be immediately separable and transferable upon issuance, subject to the restrictions referenced below. The shares of Common Stock issuable upon the exercise of the Agent Series A Warrants are hereinafter referred to as the “Agent Series A Warrant Shares.” and, collectively with the The Agent Warrants, the Agent Units, the Agent Shares, the Agent Series A Warrants and the Agent Series A Warrant Shares are hereinafter collectively referred to as the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. .” The Agent Warrants will Securities are deemed to be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering offering pursuant to FINRA Rule 5110(g)(1). Each The Cash Fee and the Agent Warrants are hereinafter referred to herein as the “Placement Fee”. The Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeFee. (f) No Units Firm Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Firm Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Firm Securities to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein. (g) The Company agrees that, if until August 9, 2014, the Company decides to engage a placement agent or underwriter to pursue any offering of equity, equity-linked or debt securities, then the Company shall offer the Placement Agent the right of first refusal to act as the exclusive placement agent or lead underwriter and sole book runner, as applicable, for such offering under a separate agreement containing terms and conditions customary for the Placement Agent and mutually agreed upon by the Company and the Placement Agent.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective commercially its reasonable “best efforts” efforts to solicit offers to purchase the Units from the Company outside of Canada on the terms and subject to the conditions set forth in the Prospectus (as defined below) and in Canada on the terms and subject to the conditions set forth in the Canadian Subscription Agreements and as described in the Canadian Offering Memorandum (as defined below). The Placement Agents Agent shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been solicited by the Placement Agent (or its sub-agents) and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of the Units, each the Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. • per Unit. The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, a cash fee (the “Cash Fee”) in an aggregate amount equal to six and one-half percent (6.56.0%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) Date and (ii) only in the event that the aggregate gross proceeds to the Company in the Offering are at least Six Million Dollars ($6,000,000), issue to the Placement AgentsAgent, or as the Placement Agents Agent may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants (except that the Agent Warrants shall not have any price-related anti-dilution adjustments) with the changes transfer restrictions described below, entitling the Placement AgentsAgent, or their respective designees and its assigns, to purchase additional shares of Common Stock (the “Agent Shares”) in an amount up to an aggregate of one and one-quarter six percent (1.256.0%) of the total number of Shares sold issued in the Offering (net of any Exclusions) (the “Offering. The Agent Warrant Shares” and, collectively with Warrants and the Agent Warrants, Shares are hereinafter collectively referred to as the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. .” The Agent Warrants will Securities are deemed to be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-180 days following the effective date of the Offering offering pursuant to FINRA Rule 5110(g)(1). Each The Cash Fee and the Agent Warrants are hereinafter referred to herein as the “Placement Fee”. The Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeFee. (f) Each sale of the Units to Purchasers in the Canadian Offering Jurisdictions shall be conducted in accordance with Exhibit E. (g) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the such Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Units to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (aI) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents sole agent to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 ), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Units, Common Stock or Warrants otherwise than through the Placement AgentsAgent. (bII) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent agrees, as agent of the Company, to use their respective commercially its reasonable “best efforts” efforts to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use reasonable efforts to assist the Company in obtaining performance by selling Units to each Purchaser whose offer to purchase the Units has been was solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this the Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of the Units, each the Placement Agent shall act solely as the Company’s agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in Section 2(II), it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase the Units as principal. (cIII) Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exerciseddiscretion, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (dIV) The Units are being sold to the Purchasers at an aggregate initial public offering a price of $•. The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.5%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.2.75

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein containedcontained herein, and subject to all the terms and conditions of this Agreement: (a) The Company has authorized and hereby authorizes acknowledges that the Placement Agents to act Agent has acted as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Shares from the Company in connection with the proposed public offering of the Units Shares (the “Offering”). Until the Closing Termination Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 ), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Shares otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent, as agent of the Company, has agreed to use their respective its commercially reasonable “best efforts” efforts to solicit offers to purchase the Units Shares from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been the Shares was solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Shares for its own account and, in soliciting purchases of Shares, the Units, each Placement Agent shall act solely as the Company’s agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in Section 2, it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Shares as principal. (c) Subject to the provisions of this Section 2, offers Offers for the purchase of the Units may be Shares were solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents deems Agent deemed advisable. Each The Placement Agent shall communicate communicated to the Company, orally or in writing, each reasonable offer to purchase Units Shares received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Shares and may reject any such offer, in whole or in part. Each The Placement Agent shall have has the right, in its discretion reasonably exerciseddiscretion, without notice to the Company, to reject any offer to purchase Units Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units Shares are being sold to the Purchasers Purchaser(s) at an aggregate initial public offering a price of $•. 1.15 per Share (the “Offering Price”). The purchases of the Units Shares by the Purchasers Purchaser(s) shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) (i) As compensation for services rendered, on the each Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.56%) of the gross proceeds received by the Company from the sale of the Units Shares on such Closing Date; provided, excluding 50% however, that the Placement Agent shall not be entitled to any compensation in connection with the sale of any purchase price paid Shares to those Purchasers listed on Schedule A hereto. Such amount may be deducted from the payment made by employees of the Purchaser(s) to the Company or by and paid directly to the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (Placement Agent on the “Exclusions”) and applicable Closing Date. (ii) As additional compensation for services rendered, the Company shall issue to the Placement Agents, or as the Placement Agents may otherwise direct, Agent on each Closing Date warrants (the “Placement Agent Warrants”), in substantially ) for the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to of an aggregate amount of one and one-quarter shares of Common Stock equal to five percent (1.255%) of the total number Shares issued to the Purchasers on such Closing Date pursuant to the terms of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” andthis Agreement, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page 125% of the Prospectus. The Agent Warrants will be exercisable for Offering Price, during a period of term commencing six (6) months from the applicable Closing Date and expiring five (5) years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent mayapplicable Closing Date, in its discretion, retain other brokers or dealers who are members substantially the form attached hereto as Exhibit B. The shares of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility Common Stock issuable upon exercise of the Placement Agent retaining such other brokers or dealers. The fees payable Warrants are referred to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or herein as the “Placement Agents may otherwise agreeAgent Warrant Shares.” (fiii) No Units Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the such Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c8(a) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Securities from the Company in connection with the proposed public offering of the Units Securities (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Securities otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective commercially its reasonable “best efforts” efforts to solicit offers to purchase the Units Securities from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Securities has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Securities for its own account and, in soliciting purchases of the UnitsSecurities, each the Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units Securities may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Securities and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Securities received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units Securities are being sold to the Purchasers at an aggregate the following initial public offering price of price: $•. 0.16 per Unit. The purchases of the Units Securities by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, a cash fee (the “Cash Fee”) in an aggregate amount equal to six five and one-half quarter percent (6.55.25%) of the gross proceeds received by the Company from the sale of the Units Securities on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (. The Cash Fee is hereinafter referred to herein as the “ExclusionsPlacement Fee”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeFee. (f) No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Securities to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents XX Xxxxx to act as its exclusive agents agent (in such capacity, the “Placement Agent”) to solicit offers for the purchase of all or part of the Units Stock from the Company in connection with the proposed public offering of the Units Stock (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 below), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Stock otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent agrees, as agent of the Company, to use their respective commercially reasonable “its best efforts” efforts to solicit offers to purchase the Units Stock from the Company on the terms and subject to the conditions set forth in the Base Prospectus (as defined below) and the Prospectus Supplement (as defined below). The Placement Agents Agent shall use make reasonable best efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Stock has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Stock for its own account and, in soliciting purchases of Stock, the Units, each Placement Agent shall act solely as the Company’s agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in Section 1(c), it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Stock as principal. (c) Subject to the provisions of this Section 21, offers for the purchase of the Units Stock may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Stock received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Stock and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Stock received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementits agreement contained herein. (d) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. The purchases of the Units Stock by the Purchasers shall be evidenced by the execution of the Subscription Agreements by each of the Purchasers and the Companyparties thereto. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.56.0%) of the gross proceeds received by the Company from the sale of the Units Stock on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) No Units which Stock that the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Stock shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations obligation to deliver Shares and Warrants Stock to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, claim or damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) hereinCompany.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes engages the Placement Agents Agent to act as its exclusive agents to solicit offers for the purchase of all or part of the Units from the Company agents, on a best efforts basis, in connection with the proposed public offering issuance and sale by the Company of the Units Securities (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 below), the Company shall not, without the prior written consent of the Placement AgentsAlexander Capital, solicit or accept offers to purchase the Units Securities , or securities convertible into or exercisable or exchangeable for Securities otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreed, as agent of the Company, to use their respective commercially reasonable “best efforts” to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Securities, for its their own account and, in soliciting purchases of Shares, the Units, each Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units Securities may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Shares received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Shares and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without with notice to the Company, to reject any offer to purchase Units Securities received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementtheir agreement contained herein. (d) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. The purchases of the Units Securities by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Companyparties thereto. (e) As full compensation for services rendered, on the Closing Date (as defined in Section 4 hereof)Date, the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.5%) 7% of the gross proceeds received by the Company from the sale of the Units Securities on such the Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) Date (the “ExclusionsCash Fee”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants Agent a warrant which shall be exercisable for [ ] shares of Common Stock at a price equal $[xx] per share (the “Agent Warrants”), in substantially the same form as the Warrants Warrant Fee” and together with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent WarrantsCash Fee, the “Agent SecuritiesPlacement Fee”) at an exercise price equal pursuant to and in accordance with Section II of that certain amended and restated engagement letter by and among the public offering price per unit set forth on Company and the cover page Placement Agent effective as of October 17, 2014 (collectively, the Prospectus“Engagement Letter”). The At the Closing, the Company shall direct the Escrow Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that to wire to an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation account or accounts designated by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to amounts out of the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeEscrow Funds (defined below). (f) No Units which Securities that the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Securities to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, claim or damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) hereinCompany.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Shares and the Warrants from the Company in connection with the proposed public offering of the Units Shares and the Warrants (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Shares and the Warrants otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as an agent of the Company, to use their respective commercially its reasonable “best efforts” efforts to solicit offers to purchase the Units Shares and the Warrants from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Shares and Warrants has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Shares and Warrants for its own account and, in soliciting purchases of Shares and Warrants, the Units, each Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units Shares and Warrants may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Shares and Warrants received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Shares and Warrants and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Shares and Warrants received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units Shares and Series A Warrants are being sold to the Purchasers as units (“Units”) with each Unit consisting of one Share and ..28 of a Series A Warrant, at an aggregate initial public offering price of $•. 2.80 per Unit (the “Public Offering Unit Price”). The Units will not be separately issued or certificated and the Shares and the Series A Warrants shall be immediately separable and transferable upon issuance. The Series B Warrants are being sold to Purchasers at an initial public offering price of $2.79 per Series B Warrant (the “Public Offering Series B Warrant Price”). The purchases of the Units and/or Series B Warrants by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half seven percent (6.57%) of the gross proceeds received by the Company (the “Placement Fee”) from the sale of the Units and Series B Warrants on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or Date that were solicited by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the ProspectusAgent. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable Fee paid to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeAgent. (f) No Units and Series B Warrants which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such securities (including the Shares and Warrants included in the Units comprising such Units) shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants such securities to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes JPMorgan (in such capacity, the “Lead Placement Agents Agent”) and UBS (in such capacity, the “Co-Placement Agent” and, together with the Lead Placement Agent, the “Placement Agents”) to act as its exclusive agents to solicit offers for the purchase of all or part of the Units Stock from the Company in connection with the proposed public offering of the Units Stock (the “Offering”). Until Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date (as defined below in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 4), the Company shall not, without the prior written consent of the Lead Placement AgentsAgent, solicit or accept offers to purchase Stock (other than pursuant to the Units exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agents. (b) The Company hereby acknowledges that the Each Placement Agents haveAgent agrees, separately severally and not jointly, agreed, as agent of the Company, to use their respective its best commercially reasonable “best efforts” practicable efforts to solicit offers to purchase the Units Stock from the Company on the terms and subject to the conditions set forth in the Base Prospectus (as defined below) and the Prospectus Supplement (as defined below). The Each Placement Agents shall Agent agrees, severally and not jointly, to use reasonable its best commercially practicable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Stock has been solicited by the such Placement Agent and accepted by the Company, but the neither Placement Agents shall notAgent shall, except to facilitate such acceptance by the Company or as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or purchaser. Neither Placement Agent shall have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any either Placement Agent be obligated to underwrite or purchase any Units Stock for its own account and, in soliciting purchases of the UnitsStock, each Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 21, offers for the purchase of the Units Stock may be solicited by the either Placement Agents Agent as agent for the Company at such times and in such amounts as the a Placement Agents Agent deems advisable. Each Placement Agent shall promptly communicate to the Company, orally or in writing, each reasonable offer to purchase Units Stock received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Stock and may reject any such offer, in whole or in part. Each Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Stock received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementits agreement contained herein. (d) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. The purchases of the Units Stock by the Purchasers shall be evidenced by the execution of the Subscription Agreements by each of the Purchasers and the CompanyAgreements. (e) Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agents, and JPMorgan Chase Bank, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement substantially in the form of Exhibit B attached hereto (the “Escrow Agreement”), pursuant to which an escrow account will be established, at the Company’s expense, for the benefit of the Company and the Purchasers (the “Escrow Account”). Prior to the Closing Date, certain of the Purchasers will deposit in the Escrow Account an amount equal to the price per share for the Stock as determined by the Subscription Agreements multiplied by the number of shares of Stock to be purchased by such Purchaser (the “Escrow Funds”). (f) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Placement AgentAgents, an aggregate amount equal to six and one-half one quarter percent (6.56.25%) of the gross proceeds received by the Company from the sale of the Units on such Closing DateStock, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, syndicate economics to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit be shared as set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined belowSchedule 1(f) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (fg) No Units Stock which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Stock shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Stock to a Purchaser whose offer it has accepted, and from which it has received payment for such Stock, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, claim or damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) hereinCompany.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents to act as its exclusive agents to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units Shares and the Warrants (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement Agents, solicit or accept offers to purchase the Units otherwise than through the Placement Agents. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, have agreed, as agent agents of the Company, to use their respective commercially reasonable “best efforts” efforts to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been solicited by the Placement Agent Agents and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any either of the Placement Agent Agents be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of the Units, each of the Placement Agent Agents shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents as agent agents for the Company at such times and in such amounts as the Placement Agents deems deem advisable. Each of the Placement Agent Agents shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each of the Placement Agent Agents shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. 3.40 per Unit (the “Public Offering Price”). The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the each Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the such Placement Agent, an aggregate amount equal to six and one-half seven percent (6.57%) of the gross proceeds received by the Company (the “Placement Fee”) from the sale of the Units on such Closing Date, excluding 50% Date that were solicited by such Placement Agent. Each of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining Fee paid to such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeAgent. (f) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such the Shares and Warrants included in the comprising such Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver the Shares and Warrants comprising the Units to a Purchaser whose offer it has accepted, the Company shall indemnify and hold each of the Placement Agents harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective commercially reasonable “its best efforts” efforts to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of the Units, each the Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units are being sold to the Purchasers at an aggregate initial public offering a price of $•. The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.5%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.1.15

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) 2.1 The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Stock from the Company in connection with the proposed public offering of the Units Stock (the “Offering”"OFFERING"). Until the Closing Date (as defined in Section SECTION 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 ), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Stock otherwise than through the Placement AgentsAgent. LCM may utilize the expertise of Lazard Freres & Co. LLC in connection with LCM's placement agent activities. (b) 2.2 The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent agrees, as agent of the Company, to use their respective its commercially reasonable “best efforts” efforts to solicit offers to purchase the Units Stock from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Stock has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Stock for its own account and, in soliciting purchases of Stock, the Units, each Placement Agent shall act solely as the Company’s 's agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in SECTION 2.3, it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Stock as principal on the same terms as the other Purchasers. (c) 2.3 Subject to the provisions of this Section SECTION 2, offers for the purchase of the Units Stock may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Stock received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Stock and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Stock received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementits agreement contained herein. (d) 2.4 The Units are Stock is being sold to the Purchasers at an aggregate initial public offering a price of $•. 14.00 per share. The purchases of the Units Stock by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) 2.5 As compensation for services rendered, on the Closing Date (as defined in Section SECTION 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six five and one-one half percent (6.55.5%) of the gross proceeds received by the Company from the sale of the Units Stock on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) 2.6 No Units Stock which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Stock shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Stock to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) 2.1 The Company has authorized and hereby authorizes acknowledges that the Placement Agents to act Agent has acted as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Shares from the Company in connection with the proposed public offering of the Units Shares (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon the termination of this Agreement pursuant to Section 9 10, the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Shares otherwise than through the Placement AgentsAgent. (b) 2.2 The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent, as agent of the Company, to use their respective commercially used its reasonable “best efforts” commercial efforts to solicit offers to purchase the Units Shares from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been Shares was solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Shares for its own account and, in soliciting purchases of Shares, the Units, each Placement Agent shall act acted solely as the Company’s agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in Section 2.3, it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Shares as principal. (c) 2.3 Subject to the provisions of this Section 2, offers for the purchase of the Units may be Shares were solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents deems Agent deemed advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Shares received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Shares and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) 2.4 The Units Shares are being sold to the Purchasers at an aggregate initial public offering a price of $•. 9.00 per Share. The purchases of the Units Shares by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) 2.5 As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half eight percent (6.58%) of the gross proceeds received by the Company from the sale of the Units Shares on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) Date (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent WarrantsFee”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of iBio, Inc. (the Company “Company”) herein contained, and subject to all the terms and conditions of this Agreement: (a) 1.1 The Company hereby authorizes has authorized Noble International Investments, Inc. d/b/a Noble Financial Capital Markets (“Noble Financial”), (the “Placement Agents Agent”) to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Common Stock and Warrants (the “Units”) from the Company in connection with the proposed public offering of the Units (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement Agents, solicit or accept offers to purchase the Units otherwise than through the Placement Agents. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreed, as agent of the Company, to use their respective commercially reasonable Offering is on a “best efforts” $6,000,000 minimum and $8,000,000 maximum basis through October 29, 2010, subject to solicit offers to purchase the Units from a 30-day extension if mutually agreed upon by the Company on and the terms and subject to the conditions set forth in the Prospectus (as defined below). Placement Agent. 1.2 The Placement Agents Agent shall use its commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser Purchaser, as defined in the Securities Purchase Agreements (“SPAs”), whose offer to purchase the Units has been was solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser Purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of the Units, each the Placement Agent shall act acted solely as the Company’s agent and not as a principal. (c) Subject to the provisions of this Section 2, offers 1.3 Offers for the purchase of the Units may be were solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents deems Agent deemed advisable. Each The Placement Agent shall communicate communicated to the Company, orally or in writing, each reasonable offer to purchase the Units received by it the Placement Agent as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each The Placement Agent shall have has the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase the Units received by itthe Placement Agent, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (da) The Units are being sold to the Purchasers at an aggregate initial public offering a price of $•. 2.00 per share. Each Unit consists of one share of common stock (“Common Stock”) and one warrant exercisable at $2.20 per share (“Warrants”). The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements the SPAs by each of the Purchasers and the Company. (eb) As compensation for services renderedrendered to the Company, on the each Closing Date (as defined in Section 4 hereof), this Agreement): (i) the Company shall (i) cause the Escrow Agent to pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount (the “Placement Fee”) equal to six and one-half percent (6.5%) 7.0% of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and . (ii) issue the Placement Agent shall have the right to purchase, for $.0001 each, cashless exercise warrants to purchase Common Stock equal to the Placement Agents, or aggregate gross proceeds received from a sale of Securities (as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold defined in the Offering (net SPAs) divided by the Company’s closing Common Stock price on each applicable Closing Date multiplied by 7%. Such warrants will have a term of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at five years and have an exercise price equal to the public offering price per unit set forth on the cover page 100% of the Prospectusclosing price of the Company’s Common Stock on each applicable Closing Date. Such warrants will be transferable to the Placement Agent’s employees and affiliates. The Placement Agent Warrants will and its transferees shall also be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have granted one time piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority Securities underlying such warrants. (“FINRA”iii) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable will be entitled to a warrant exercise fee equal to (i) a cash fee of 4% for the gross proceeds received by the Company for the exercise of any warrants issued to Purchasers in transactions for which the Placement Agent acted as placement agent including the Warrants issued to the Placement Agents as described above shall be allocated among Purchasers and (ii) cashless exercise warrants to purchase Common Stock for $.0001 each, equal to the Placement Agents as provided in their engagement letter with aggregate gross proceeds received from the exercise of such warrants divided by the Company, or as ’s closing Common Stock price on the Placement Agents may otherwise agreedate of each exercise multiplied by 4%. Such warrants will have a term of five years and have an exercise price equal to 100% of the Company’s closing Common Stock price on the applicable warrant exercise date. (f) 1.5 No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements SPAs shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units shall have been released by the Escrow Agent and delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants the Units to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage obligation, contingency, damage, cost, liability or expense (including reasonable attorney’s fees and expenses), including all judgments, amounts paid in settlements, court costs and costs of preparation and investigation (“Losses”) arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) hereinthis Agreement. 1.6 The Placement Agent will prepare a Form D and such other filings as may be required under applicable Blue Sky Laws and deliver them to the Company for execution. Upon receipt of the executed documents and funds for any required filing fees, the Placement Agent will make the necessary filings.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Shares from the Company in connection with the proposed public offering of the Units Shares (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement Agents, solicit or accept offers to purchase the Units otherwise than through the Placement Agents. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as an agent of the Company, to use their respective commercially its reasonable “best efforts” efforts to solicit offers to purchase the Units Shares from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Shares has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Shares for its own account and, in soliciting purchases of Shares, the Units, each Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units Shares may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Shares received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Shares and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units Shares are being sold to the Purchasers at an aggregate initial public offering price of $•. 4.00 per Share (the “Public Offering Price”). The purchases of the Units Shares by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half eight percent (6.58%) of the gross proceeds received by the Company (the “Placement Fee”) from the sale of the Units Shares on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or Date that were solicited by the Peierls family and affiliates (such exclusion Placement Agent. For avoidance of doubt, the Placement Fee shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, be due or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights payable with respect to the 575,000 additional shares of Common Stock to be sold by the Company pursuant to the Prospectus on the Closing Date pursuant to Subscription Agreements each dated as of March 30, 2015, copies of which have been provided to the Placement Agent Warrant (the “Additional Shares”). The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable Fee paid to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeAgent. (f) No Units Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants such securities to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Fortis to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Securities from the Company in connection with the proposed public offering of the Units Securities (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement Agents, solicit or accept offers to purchase the Units otherwise than through the Placement Agents. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreed, as agent of the Company, to use their respective commercially reasonable “best efforts” to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Securities for its own account and, in soliciting purchases of Securities, the Units, each Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 21, offers for the purchase of the Units Securities may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Securities and may reject any such offer, in whole or in part. Each Placement Agent shall have the right, part in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, sole and any such rejection shall not be deemed a breach of this Agreementabsolute discretion. (d) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. The purchases of the Units Securities by the Purchasers Buyers shall be evidenced by email confirmations provided by the execution of Subscription Agreements by each of the Purchasers and Buyers addressed to the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.5%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Securities shall have been delivered to the Purchaser Buyer thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) hereinBuyer.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company and Genesoft herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes JPMorgan (in such capacity, the “Lead Placement Agents Agent”) and Xxxx Xxxxx (in such capacity, the “Co-Placement Agent” and, together with the Lead Placement Agent, the “Placement Agents”) to act as its exclusive agents to solicit offers for the purchase of all or part of the Units Stock from the Company in connection with the proposed public offering of the Units Stock (the “Offering”). Until Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 Date, the Company shall not, without the prior written consent of the Lead Placement AgentsAgent, solicit (other than solicitations made by the Company and Genesoft in the course of soliciting their shareholders to approve the transactions contemplated by the Merger Agreement) or accept offers to purchase Stock (other than pursuant to the Units exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement AgentsAgents in accordance herewith. (b) The Company hereby acknowledges that the Each Placement Agents haveAgent agrees, separately severally and not jointly, agreed, as agent of the Company, to use their respective its best commercially reasonable “best efforts” practicable efforts to solicit offers to purchase the Units Stock from the Company on the terms and subject to the conditions set forth in the Preliminary Prospectus (as defined below) and the Final Prospectus (as defined below). The Each Placement Agents shall Agent agrees, severally and not jointly, to use reasonable its best commercially practicable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Stock has been solicited by the such Placement Agent and accepted by the Company, but the neither Placement Agents shall notAgent shall, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any either Placement Agent be obligated to underwrite or purchase any Units Stock for its own account and, in soliciting purchases of the UnitsStock, each Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 21, offers for the purchase of the Units Stock may be solicited by the either Placement Agents Agent as agent for the Company at such times and in such amounts as the a Placement Agents Agent deems advisable. Each Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Stock received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Stock and may reject any such offer, in whole or in part, as determined in its sole discretion. Each Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Stock received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementits agreement contained herein. (d) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. The purchases of the Units Stock by the Purchasers shall may be evidenced by the execution of the Subscription Agreements by each of the Purchasers and the CompanyAgreements. (e) Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agents, and JPMorgan Chase Bank, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement substantially in the form of Exhibit B attached hereto (the “Escrow Agreement”), pursuant to which an escrow account will be established, at the Company’s expense, for the benefit of the Company and the Purchasers (the “Escrow Account”). Prior to the Closing Date (as hereinafter defined), certain of the Purchasers will deposit in the Escrow Account an amount equal to the price per share for the Stock as determined by the Subscription Agreements multiplied by the number of shares of Stock to be purchased by such Purchaser (the “Escrow Funds”). (f) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), below) the Company shall pay to: (i) pay to the Placement Agents JPMorgan by wire transfer of immediately available funds to an account or accounts designated by the Placement AgentJPMorgan, an aggregate amount equal to six and one-half five percent (6.55%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and Stock less $75,000; and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up Xxxx Xxxxx by wire transfer of immediately available funds to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” andaccount or accounts designated by Xxxx Xxxxx, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price amount equal to the public offering price per unit set forth on greater of: (A) $400,000; or (B) the cover page sum of (x) 2.00 percent of the Prospectus. The Agent Warrants will be exercisable for a period of five years gross proceeds received by the Company from the effective date sale of the Registration Statement (as defined below) and will contain cashless exercise provisions in Stock, other than gross proceeds received by the event that an effective registration statement is not effective. The holders Company from the sale of the Agent Warrants will have piggyback registration rights with respect Stock to the Agent Warrant Shares. The Agent Warrants will be deemed compensation persons listed on Schedule 1(f)(ii), and (y) 0.50 percent of the gross proceeds received by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following Company from the effective date sale of the Offering pursuant to FINRA Rule 5110(g)(1Stock in excess of $10 million from the persons listed on Schedule 1(f)(ii). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (fg) No Units Stock which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Stock shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Stock to a Purchaser whose offer it has accepted, and from which it has received payment for such Stock, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, claim or damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) hereinCompany.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein containedcontained herein, and subject to all the terms and conditions of this Agreement: (aI) The Company has authorized and hereby authorizes acknowledges that the Placement Agents to act Agent has acted as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Securities from the Company in connection with the proposed public offering of the Units (the “Offering”). Until the Second Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 ), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Securities otherwise than through the Placement AgentsAgent. The Placement Agent may utilize the expertise of Lazard Frères & Co. LLC in connection with its placement agent activities. (bII) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent, as agent of the Company, has agreed to use their respective its commercially reasonable “best efforts” efforts to solicit offers to purchase the Units Securities from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been Securities was solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Securities for its own account and, in soliciting purchases of Stock, the Units, each Placement Agent shall act acted solely as the Company’s agent and not as principal. (c) Subject to . Notwithstanding the provisions of foregoing and except as otherwise provided in this Section 2, offers it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Securities from the Company as principal (III) Offers for the purchase of the Units may be Securities were solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents deems Agent deemed advisable. Each The Placement Agent shall communicate communicated to the Company, orally or in writing, each reasonable offer to purchase Units Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Securities and may reject any such offer, in whole or in part. Each The Placement Agent shall have has the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Securities received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (dIV) The Units Securities are being sold to the Purchasers at an aggregate initial public offering a purchase price of $•. 100% of the aggregate principal amount of the Notes. The purchases of the Units Securities by the Purchasers shall be evidenced by the execution of Subscription the Securities Purchase Agreements by each of the Purchasers and the Company. (eV) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent the following amounts: (6.5%i) of $355,000 on the gross proceeds received by the Company from the sale of the Units on such Initial Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) Date and (ii) issue $470,000 on the Second Closing Date, each as defined in Section 4 hereof (the “Placement Fee”). Such amounts shall be deducted from the payment made by the Purchasers to the Company and paid directly to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on each such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeclosing date. (fVI) No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Securities Purchase Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants the Securities to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c8(III) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) 2.1 The Company has authorized and hereby authorizes acknowledges that the Placement Agents to act Agent has acted as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Stock from the Company in connection with the proposed public offering of the Units Stock (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 ), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Stock otherwise than through the Placement AgentsAgent. LCM may utilize the expertise of Lazard Frères & Co. LLC in connection with LCM’s placement agent activities. (b) 2.2 The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent, as agent of the Company, to use their respective used its commercially reasonable “best efforts” efforts to solicit offers to purchase the Units Stock from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent has delivered to the Company a list of prospective purchasers of the Stock that have been contacted by the Placement Agent, and which list of purchasers has been previously discussed with the Company. The Placement Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been Stock was solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Stock for its own account and, in soliciting purchases of Stock, the Units, each Placement Agent shall act acted solely as the Company’s agent and not as principal. (c) 2.3 Subject to the provisions of this Section 2, offers for the purchase of the Units may be Stock were solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents deems Agent deemed advisable. Each The Placement Agent shall communicate communicated to the Company, orally or in writing, each reasonable offer to purchase Units Stock received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Stock and may reject any such offer, in whole or in part. Each Placement Agent shall have the right, in its discretion reasonably exercised, without notice to After receiving consent from the Company, to the Placement Agent may reject any offer to purchase Units Stock received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) 2.4 The Units are Stock is being sold to the Purchasers at an aggregate initial public offering a price of $•. 17.50 per share. The purchases of the Units Stock by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) 2.5 As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half three percent (6.53.0%) of the gross proceeds received by the Company from the sale of the Units Stock on such Closing Date; provided, excluding 50% however, that no fees shall be payable by the Company in respect of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), proceeds in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase an amount up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit $50,000,000 invested by those certain entities set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeSchedule D hereto. (f) 2.6 No Units Stock which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Stock shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Stock to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein containedcontained herein, and subject to all the terms and conditions of this Agreement: (aI) The Company hereby authorizes acknowledges that the Placement Agents to act Agent acted and is acting as its exclusive agents sole agent to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 ), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Stock or the Warrants otherwise than through the Placement AgentsAgent. (bII) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent, as agent of the Company, to use their respective commercially reasonable “used its best efforts” efforts to solicit offers to purchase the Units from the Company and the Placement Agent, as agent of the Company, agrees to continue to use its best efforts to solicit offers to purchase the Units, on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase the Units has been solicited by the Placement Agent and accepted by the Company, including the prompt execution by such Purchaser of a subscription agreement to purchase the Units, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Stock or Warrants for its own account and, in soliciting purchases of the Units, each the Placement Agent shall act acted solely as the Company’s agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in this Section 2(II), it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase the Units as principal. (cIII) Subject to the provisions of this Section 2, offers for the purchase of the Units were and may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deemed or deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each The Placement Agent shall have has the right, in its discretion discretion, reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (dIV) The Units are being sold to the Purchasers at an aggregate initial public offering a price of $•. US$2.09375 per Unit. The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements subscription agreements by each of the Purchasers and the Company. (eV) As compensation for services rendered, on the Closing Date Date, (as defined in Section 4 hereof), A) the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.5%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price US$0.125625 per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeUnit. (fVI) No Units which that the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the such Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Units to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) 8 herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Securities from the Company in connection with the proposed public offering of the Units Securities (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Securities otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective commercially its reasonable “best efforts” efforts to solicit offers to purchase the Units Securities from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Securities has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Securities for its own account and, in soliciting purchases of the UnitsSecurities, each the Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units Securities may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Securities and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Securities received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units Securities are being sold to the Purchasers at an aggregate the following initial public offering price of price: $•. 1.90 per Unit. The purchases of the Units Securities by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the CompanyCompany (other than Purchasers that do not enter into a Subscription Agreement). (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, a cash fee (the “Cash Fee”) in an aggregate amount equal to six and one-half seven percent (6.57.0%) of the gross proceeds received by the Company from the sale of the Units Securities on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (. The Cash Fee is hereinafter referred to herein as the “ExclusionsPlacement Fee”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeFee. (f) No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Securities to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) 2.1 The Company has authorized and hereby authorizes acknowledges that the Placement Agents to act Agent has acted as its exclusive agents agent to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon the termination of this Agreement pursuant to Section 9 9, the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units otherwise than through the Placement AgentsAgent. (b) 2.2 The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent, as agent of the Company, to use their respective commercially reasonable “used its best efforts” efforts to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below)Supplement. The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been was solicited by the Placement Agent and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of the Units, each the Placement Agent shall act acted solely as the Company’s agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in Section 2.3, it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Units as principal. (c) 2.3 Subject to the provisions of this Section 2, offers for the purchase of the Units may be were solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents deems Agent deemed advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) 2.4 As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.5%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) Date (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent WarrantsFee”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) 2.5 No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the such Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Units to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c8(a) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) 2.1 The Company has authorized and hereby authorizes acknowledges that the Placement Agents to act Agent has acted as its exclusive agents agent to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units Securities (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 ), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Securities otherwise than through the Placement AgentsAgent. (b) 2.2 The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent, as agent of the Company, to use their respective commercially used its reasonable “best efforts” efforts to solicit offers to purchase the Units Securities from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been Securities was solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Securities for its own account and, in soliciting purchases of Securities, the Units, each Placement Agent shall act acted solely as the Company’s agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in Section 2.3, it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Securities from the Company as principal. (c) 2.3 Subject to the provisions of this Section 2, offers for the purchase of the Units may be Securities were solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents deems Agent deemed advisable. Each The Placement Agent shall communicate communicated to the Company, orally or in writing, each reasonable offer to purchase Units Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Securities and may reject any such offer, in whole or in part. Each The Placement Agent shall have has the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Securities received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) 2.4 The Units Securities are being sold to the Purchasers at an aggregate initial public offering a purchase price of $•. 0.28 per share, which is equal to approximately 38% of the closing price of the Common Stock on the NYSE Amex stock exchange (“NYSE Amex”) on the date hereof. The purchases of the Units Securities by the Purchasers shall be evidenced by the execution of Subscription Agreements the Purchase Agreement by each of the Purchasers and the Company. (e) 2.5 As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, Agent an aggregate amount (the “Placement Fee”) equal to six and one-half percent (6.56%) of the gross proceeds received by the Company from the sale of the Units Securities on such Closing Date. In addition to the foregoing, excluding 50% of any purchase price paid by employees of the Company or by shall also pay to the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) Placement Agent on the Closing Date a non-accountable expense allowance (the “ExclusionsExpense Allowance”) and in an amount equal to (iia) issue two percent (2%) of the gross proceeds of the Offering less (b) the actual amount of accountable expenses paid to or on behalf of the Placement Agent on or prior to the Placement AgentsClosing Date pursuant to Section 6. 2.6 In addition, or as upon the completion of the sale of the Securities, the Placement Agents may otherwise direct, Agent and/or its designees shall be entitled to receive warrants (the “Placement Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, ) to purchase up to an aggregate number of one and one-quarter shares of Common Stock (the “Placement Agent Warrant Shares”) equal to two percent (1.252%) of the total number of Shares shares of Common Stock sold in the Offering. Assuming that all 1,644,643 Units are sold in this Offering (net representing 3,289,286 shares of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent WarrantsCommon Stock), the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Company will issue 65,786 Placement Agent Warrants will be which are exercisable for a period an equal number of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Placement Agent Warrant Shares. The Neither the Placement Agent Warrants nor the Placement Agent Warrant Shares shall be redeemable by the Company. The Placement Agent Warrants and Placement Agent Warrant Shares (collectively, the “Placement Agent Warrant Securities”) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not therefore will be sold, transferred, pledged, hypothecated or assigned for subject to a period of 180minimum 180 day lock-days following the effective date up pursuant to Rule 5110 of the Offering pursuant to FINRA Rule 5110(g)(1)Conduct Rules. Each Placement Agent mayHowever, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers Warrant Securities may be transferred to any broker/dealer participating in the Offering and their bona fide officers or dealerspartners. The fees payable Placement Agent Warrants will be exercisable at a price per share equal to the Placement Agents as described above $1.25 and shall be allocated among exercisable at any time and from time to time, in whole or in part, between the first and fifth anniversary dates of the Closing Date (the “Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeAgent Warrant Exercise Term”). (f) 2.7 No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements Purchase Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants the Securities to a Purchaser whose offer it has acceptedPurchaser, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Shares and the Warrants from the Company in connection with the proposed public offering of the Units Shares and the Warrants (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Shares and the Warrants otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective its commercially reasonable “best efforts” to solicit offers to purchase the Units Shares and the Warrants from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Shares and Warrants has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Shares or Warrants for its own account and, in soliciting purchases of the UnitsShares and the Warrants, each the Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units Shares and the Warrants may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Shares and Warrants received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Shares and Warrants and may reject any such offer, in whole or in part. Each Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units Shares and Warrants are being sold to the Purchasers at an aggregate initial public offering price of $•. 0.32 (the “Public Offering Price”). The purchases of the Units Shares and Warrants by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six five and one-half percent (6.55.5%) of the gross proceeds received by the Company (the “Placement Fee”) from the sale of the Units Shares and the Warrants on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeFee. (f) No Units Shares and Warrants which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the such Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein containedcontained herein, and subject to all the terms and conditions of this Agreement: (aI) The Company has authorized and hereby authorizes acknowledges that the Placement Agents to act Agent has acted as its exclusive agents agent to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 ), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units otherwise than through the Placement AgentsAgent. LCM may utilize the expertise of Lazard Frères & Co. LLC in connection with LCM's placement agent activities. (bII) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent, as agent of the Company, has agreed to use their respective its commercially reasonable “best efforts” efforts to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase the Units has been was solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of the Units, each the Placement Agent shall act solely as the Company’s 's agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in Section 2, it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Units as principal. (cIII) Subject to the provisions of this Section 2, offers Offers for the purchase of the Units may be were solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents deems Agent deemed advisable. Each The Placement Agent shall communicate communicated to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each The Placement Agent shall have has the right, in its discretion reasonably exerciseddiscretion, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (dIV) The Units are being sold to the Purchasers Purchaser(s) at an aggregate initial public offering a price of $•. 4.75 per Unit. The purchases of the Units by the Purchasers Purchaser(s) shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (eV) (a) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half five percent (6.55.0%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid . Such amount may be deducted from the payment made by employees of the Purchaser(s) to the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue paid directly to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the ProspectusClosing Date. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the such Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Units to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c8(III) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) 2.1 The Company has authorized and hereby authorizes acknowledges that the Placement Agents to act Agent has acted as its exclusive agents agent to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units Securities (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 ), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Securities otherwise than through the Placement AgentsAgent. The Placement Agent may utilize the expertise of Lazard Frères & Co. LLC in connection with its placement agent activities. (b) 2.2 The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent, as agent of the Company, to use their respective commercially used its reasonable “best efforts” efforts to solicit offers to purchase the Units Securities from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been Securities was solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Securities for its own account and, in soliciting purchases of Stock, the Units, each Placement Agent shall act acted solely as the Company’s agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in Section 2.3, it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Securities from the Company as principal. (c) 2.3 Subject to the provisions of this Section 2, offers for the purchase of the Units may be Securities were solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents deems Agent deemed advisable. Each The Placement Agent shall communicate communicated to the Company, orally or in writing, each reasonable offer to purchase Units Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Securities and may reject any such offer, in whole or in part. Each The Placement Agent shall have has the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Securities received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) 2.4 The Units Securities are being sold to the Purchasers at an aggregate initial public offering a purchase price of $•. 100% of the aggregate principal amount of the Notes. The purchases of the Units Securities by the Purchasers shall be evidenced by the execution of the Subscription Agreements by each of the Purchasers and the Company. (e) 2.5 As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent, by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount (the “Placement Fee”) equal to six and one-half seven percent (6.57.0%) of the gross proceeds received by the Company from the sale of the Units Securities on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) 2.6 No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants the Securities to a Purchaser whose offer with whom it has acceptedentered into a binding Subscription Agreement, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes JPMorgan (in such capacity, the “Placement Agents Agent”) to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Stock from the Company in connection with the proposed public offering of the Units Stock (the “Offering”). Until Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 3), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase Stock (other than pursuant to the Units exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent agrees, as agent of the Company, to use their respective its best commercially reasonable “best efforts” practicable efforts to solicit offers to purchase the Units Stock from the Company on the terms and subject to the conditions set forth in the Base Prospectus (as defined below) and the Prospectus Supplement (as defined below). The Placement Agents shall Agent agrees to use reasonable its best commercially practicable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Stock has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except to facilitate such acceptance by the Company or as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or purchaser. The Placement Agent shall not have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Stock for its own account and, in soliciting purchases of Stock, the Units, each Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 21, offers for the purchase of the Units Stock may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Stock received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Stock and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Stock received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementits agreement contained herein. (d) The Units are being sold Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agent and JPMorgan Chase Bank, N.A., as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement substantially in the form of Exhibit A attached hereto (the “Escrow Agreement”), pursuant to which an escrow account will be established, at the Company’s expense, for the benefit of the Company and the Purchasers (the “Escrow Account”). Prior to the Purchasers at an aggregate initial public offering price of $•. The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by Closing Date, each of the Purchasers and will deposit in the CompanyEscrow Account an amount equal to the price per share for the Stock set forth on the cover page of the Prospectus Supplement multiplied by the number of shares of Stock to be purchased by such Purchaser (the “Escrow Funds”). (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.56%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeStock. (f) No Units Stock which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Stock shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Stock to a Purchaser whose offer it has accepted, and from which it has received payment for such Stock, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, claim or damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) hereinCompany.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) 2.1 The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents placement agent to solicit offers for the purchase of all or any part of the Units from the Company in connection with the proposed public offering of the Units (the “Offering”). Until the earlier of the termination of this Agreement or the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 ), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units otherwise than through the Placement AgentsAgent. (b) 2.2 The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent agrees, as agent of the Company, to use their respective its commercially reasonable “best efforts” efforts to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units for its own account and, in account. In soliciting purchases of the Units, each the Placement Agent shall act solely as the Company’s agent and not as a principal. Furthermore, the execution of this Agreement does not ensure any placement of Units or any portion thereof or a constitute a guarantee or warranty of the ability of the Placement Agent with respect to securing any financing on behalf of the Company, all of which are expressly disclaimed by the Placement Agent. Notwithstanding the foregoing and except as otherwise provided in Section 2.3, it is understood and agreed that the Placement Agent (or its affiliates) may, solely at their discretion and without any obligation to do so, purchase Units as principals. (c) 2.3 Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercisedreasonable discretion, without with notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementits agreement contained herein. (d) 2.4 The Units are being sold to the Purchasers at an aggregate initial public offering a price of $•. 1.11 per Unit (the “Public Offering Price”). The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) . As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.5%) 4.8% of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) Date (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent WarrantsFee”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) 2.5 No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the such Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver the Shares and Warrants to a Purchaser (under this Agreement or pursuant to a Subscription Agreement, or otherwise) whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) hereinhereof.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (ai) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Securities from the Company in connection with the proposed public offering of the Units Securities (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Securities otherwise than through the Placement AgentsAgent. (bii) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective commercially its reasonable “best efforts” efforts to solicit offers to purchase the Units Securities from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Securities has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Securities for its own account and, in soliciting purchases of the UnitsSecurities, each the Placement Agent shall act solely as the Company’s agent and not as principal. (ciii) Subject to the provisions of this Section 2, offers for the purchase of the Units Securities may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Securities and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Securities received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (div) The Units Securities are being sold to the Purchasers at an aggregate initial public offering shall be $1.15 per share of Common Stock (the “Share Purchase Price”) and the purchase price of per Pre-funded Warrant shall be $•. 1.14 (the “Pre-funded Warrant Purchase Price,” and collectively with the Firm Share Purchase Price, “Purchase Price”). The purchases of the Units Shares and Warrants by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (ev) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six an amount allocated between the Company and one-half percent (6.5%) each of the gross proceeds received by Placement Agents (the Company “Placement Fee”) from the sale of the Units Securities on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeFee. (fvi) No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Securities to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c7(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Shares and the Warrants from the Company in connection with the proposed public offering of the Units Shares and the Warrants (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Shares and the Warrants otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective commercially its reasonable “best efforts” efforts to solicit offers to purchase the Units Shares and the Warrants from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Shares and Warrants has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Shares or Warrants for its own account and, in soliciting purchases of the UnitsShares and the Warrants, each the Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units Shares and the Warrants may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Shares and Warrants received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Shares and Warrants and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Shares and Warrants received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units Shares and Warrants are being sold to the Purchasers at an aggregate initial public offering price of $•. 0.40 (the “Public Offering Price”). The purchases of the Units Shares and Warrants by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half seven percent (6.57.0%) of the gross proceeds received by the Company (the “Placement Fee”) from the sale of the Units Shares and the Warrants on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeFee. (f) No Units Shares and Warrants which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the such Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) 2.1 The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Stock from the Company in connection with the proposed public offering of the Units Stock (the “Offering”"OFFERING"). Until the Closing Date (as defined in Section SECTION 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 ), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Stock otherwise than through the Placement AgentsAgent. LCM may utilize the expertise of Lazard Freres & Co. LLC in connection with LCM's placement agent activities. (b) 2.2 The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent agrees, as agent of the Company, to use their respective its commercially reasonable “best efforts” efforts to solicit offers to purchase the Units Stock from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each the Purchaser whose offer to purchase Units Stock has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Stock for its own account and, in soliciting purchases of Stock, the Units, each Placement Agent shall act solely as the Company’s 's agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in SECTION 2.3, it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Stock as principal on the same terms as the Purchaser. (c) 2.3 Subject to the provisions of this Section SECTION 2, offers for the purchase of the Units Stock may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Stock received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Stock and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Stock received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementits agreement contained herein. (d) 2.4 The Units are Stock is being sold to the Purchasers Purchaser at an aggregate initial public offering a price of $•. 15.00 per share. The purchases purchase of the Units Stock by the Purchasers Purchaser shall be evidenced by the execution of Subscription Agreements Agreement by each of the Purchasers Purchaser and the Company. (e) 2.5 As compensation for services rendered, on the Closing Date (as defined in Section SECTION 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half five percent (6.55.0%) of the gross proceeds received by the Company from the sale of the Units Stock on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) 2.6 No Units Stock which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Stock shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Stock to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Shares from the Company in connection with the proposed public offering of the Units Shares (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Shares otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective its commercially reasonable “best efforts” to solicit offers to purchase the Units Shares from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Shares has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Shares for its own account and, in soliciting purchases of the UnitsShares, each the Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units Shares may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Shares received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Shares and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units Shares are being sold to the Purchasers at an aggregate initial public offering price of $•. US$2.75 (the “Per Share Price”). The purchases of the Units Shares by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.5%) of the gross proceeds received by the Company (the “Placement Fee”) from the sale of the Units Shares on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeFee. (f) No Units Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver the Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes engages the Placement Agents Agent to act as its exclusive agents to solicit offers for the purchase of all or part of the Units from the Company placement agent, on a reasonable “best efforts” basis, in connection with the proposed public offering issuance and sale by the Company of the Units Securities (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 below), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Securities, or securities convertible into or exercisable or exchangeable for Securities otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreed, as agent of the Company, to use their respective commercially reasonable “best efforts” to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Securities, for its own account and, in soliciting purchases of Securities, the Units, each Placement Agent shall act solely as the Company’s agent and not as principal. The Company expressly acknowledges and agrees that this Agreement does not in any way constitute a commitment by the Placement Agent to purchase any of the Securities and does not ensure successful placement of the Securities or any portion thereof. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units Securities may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units Securities are being sold to the Purchasers at an aggregate the initial public offering price of $•. [●] per Unit. The purchases of the Units Securities by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Companyparties thereto. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 3(b) hereof)) and pursuant to Section 3(a) hereof, the Company shall (i) pay to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by Agent a cash fee (the “Placement Agent, Fee”) in an aggregate amount equal to six and one-half eight percent (6.58.0%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeFee. (f) No Units which Securities that the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Securities to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, claim or damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) hereinCompany.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Shares and the Warrants from the Company in connection with the proposed public offering of the Units Shares and the Warrants (the “Offering”). Until the Closing Date (as defined in Section 4 hereofbelow) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Shares and the Warrants otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective its commercially reasonable “best efforts” to solicit offers to purchase the Units Shares and the Warrants from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Shares and Warrants has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Shares or Warrants for its own account and, in soliciting purchases of the UnitsShares and the Warrants, each the Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units Shares and the Warrants may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Shares and Warrants received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Shares and Warrants and may reject any such offer, in whole or in part. Each Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units Shares and Warrants are being sold to the Purchasers at an aggregate initial public offering price of $•. 1.50 (the “Public Offering Price”). The purchases of the Units Shares and Warrants by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereofbelow), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.56.0%) of the gross proceeds received by the Company (the “Placement Fee”) from the sale of the Units Shares and the Warrants on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeFee. (f) No Units Shares and Warrants which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the such Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c7(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents MDB to act as its exclusive agents agent (in such capacity, the “Placement Agent”) to solicit offers for the purchase of all or part of the Units Shares from the Company in connection with the proposed public offering of the Units Shares (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 August 3, 2011, the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Shares otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreed, as agent of the Company, to use their respective Agent shall make commercially reasonable “best efforts” to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Shares has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Shares for its own account and, in soliciting purchases of Shares, the Units, each Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents as agent for the Company at such times and in such amounts as the Placement Agents deems advisable. Each Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Shares and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementits agreement contained herein. (d) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. The purchases of the Units Shares by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the CompanyPurchase Agreements. (e) As compensation for services rendered, on the each Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.56%) of the gross proceeds received by the Company from the sale of the Units Shares on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) No Units Shares which the Company has agreed to sell pursuant to this Agreement and the Subscription Purchase Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the such Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, claim or damage or expense arising from or as a result of such default by the Company in accordance with Company. (g) The Placement Agent shall make reasonable efforts to obtain a communication from the procedures set forth in Section 8(cFinancial Industry Regulatory Authority (“FINRA”) hereinindicating that FINRA shall have raised no objection to the fairness and reasonableness of the placement agent terms and arrangements.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units Securities from the Company in connection with the proposed public offering of the Units Securities (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Securities otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective commercially its reasonable “best efforts” efforts to solicit offers to purchase the Units Securities from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Securities has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Securities for its own account and, in soliciting purchases of the UnitsSecurities, each the Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units Securities may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Securities and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Securities received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units Securities are being sold to the Purchasers at an aggregate the following initial public offering price of price: $•. ___ per Unit. The purchases of the Units Securities by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the CompanyCompany (other than Purchasers that do not enter into a Subscription Agreement). (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, a cash fee (the “Cash Fee”) in an aggregate amount equal to six and one-half seven percent (6.57.0%) of the gross proceeds received by the Company from the sale of the Units Securities on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (. The Cash Fee is hereinafter referred to herein as the “ExclusionsPlacement Fee”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeFee. (f) No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Securities to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) 2.1 The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or the earlier upon of fifteen (15) days from the date of this Agreement or termination of this Agreement pursuant to Section 9 9, the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units otherwise than through the Placement AgentsAgent. (b) 2.2 The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective commercially reasonable “its best efforts” efforts to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of the Units, each the Placement Agent shall act solely as the Company’s agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in Section 2.3, it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Units as principal. (c) 2.3 Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) 2.4 The Units are being sold to the Purchasers at an aggregate initial public offering a price of $•. The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.5%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.0.35

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents MDB to act as its exclusive agents agent (in such capacity, the “Placement Agent”) to solicit offers for the purchase of all or part of the Units Shares from the Company in connection with the proposed public offering of the Units Shares (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 June 6, 2008, the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Shares otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreed, as agent of the Company, to use their respective Agent shall make commercially reasonable “best efforts” to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Shares has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Shares for its own account and, in soliciting purchases of Shares, the Units, each Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents as agent for the Company at such times and in such amounts as the Placement Agents deems advisable. Each Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Shares and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementits agreement contained herein. (d) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. The purchases of the Units Shares by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the CompanyPurchase Agreements. (e) As compensation for services rendered, on the each Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.56%) of the gross proceeds received by the Company from the sale of the Units Shares on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) No Units Shares which the Company has agreed to sell pursuant to this the Purchase Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the such Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, claim or damage or expense arising from or as a result of such default by the Company in accordance with Company. (g) The Placement Agent shall make reasonable efforts to obtain a communication from the procedures set forth in Section 8(cFinancial Industry Regulatory Authority (“FINRA”) hereinindicating that FINRA shall have raised no objection to the fairness and reasonableness of the placement agent terms and arrangements.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective commercially reasonable “its best efforts” efforts to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of the Units, each the Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units are being sold to the Purchasers at an aggregate initial public offering a price of $•. 2.50 per Unit. The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half five percent (6.55.0%) of the gross proceeds received by the Company (the “Placement Fee”) from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the such Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Units to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) 2.1 The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 ), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units otherwise than through the Placement AgentsAgent. (b) 2.2 The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent agrees, as agent of the Company, to use their respective commercially reasonable “its best efforts” efforts to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of the Units, each the Placement Agent shall act solely as the Company’s agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in Section 2.3, it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Units as principal. (c) 2.3 Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementits agreement contained herein. (d) 2.4 The Units are being sold to the Purchasers at an aggregate initial public offering a price of $•. $ per Unit. The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) 2.5 As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to the sum of (i) six and one-half percent (6.56%) of the gross proceeds received by the Company from the sale of the Units (other than the 3% Purchaser Units); and (ii) three percent (3%) of up to $15,000,000 of the gross proceeds received by the Company from the sale of the Units (the “3% Purchaser Units”) to any Purchasers listed on Schedule C on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion . The Placement Agent shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of receive any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights compensation with respect to any proceeds from the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period exercise of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeany Warrants. (f) 2.6 No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the such Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Units to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents SX Xxxxx to act as its exclusive agents agent (in such capacity, the “Placement Agent”) to solicit offers for the purchase of all or part of the Units Securities from the Company in connection with the proposed public offering of the Units Securities (the “Offering”). Until the final Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 Date, the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Securities otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent agrees, as agent of the Company, to use their respective commercially reasonable “its best efforts” efforts to solicit offers to purchase the Units Securities from the Company on the terms and subject to the conditions set forth in the Base Prospectus (as defined below) and the Prospectus Supplement (as defined below). The Placement Agents Agent shall use make commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units Securities has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Securities for its own account and, in soliciting purchases of Securities, the Units, each Placement Agent shall act solely as the Company’s agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in Section 1(c), it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Securities as principal. (c) Subject to the provisions of this Section 21, offers for the purchase of the Units Securities may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Securities and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units Securities received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreementits agreement contained herein. (d) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. The purchases of the Units Securities by the Purchasers shall be evidenced by the execution of the Subscription Agreements by each of the Purchasers and the Companyparties thereto. (e) As compensation for services rendered, on the each Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.56%) of the gross proceeds received by the Company from the sale of the Units Securities on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) No Units Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants Securities to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents Agent harmless against any loss, claim, claim or damage or expense arising from or as a result of such default by the Company in accordance with Company. (g) The Placement Agent shall make reasonable efforts to obtain a communication from the procedures set forth in Section 8(cNational Association of Securities Dealers, Inc. (“NASD”) hereinindicating that the NASD shall have raised no objection to the fairness and reasonableness of the placement agent terms and arrangements.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents to act as its exclusive agents to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 the Company shall not, without the prior written consent of the Placement Agents, solicit or accept offers to purchase the Units otherwise than through the Placement Agents. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreed, as agent of the Company, to use their respective commercially reasonable “best efforts” to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any Placement Agent be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of the Units, each Placement Agent shall act solely as the Company’s agent and not as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents as agent for the Company at such times and in such amounts as the Placement Agents deems advisable. Each Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units are being sold to the Purchasers at an aggregate initial public offering price of $•. ·. The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.5%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) The Company hereby engages the Placement Agents as its exclusive agents for the solicitation of the exercise of the Warrants. The Company will (i) assist the Placement Agents with respect to the solicitation, if requested by the Representative, and (ii) provide the Placement Agents lists of the record and, to the extent known, beneficial owners of the Warrants. For each Warrant exercised, the Company will pay the Placement Agents a solicitation fee (the “Solicitation Fee”) of six and one-half percent (6.5%) of the gross cash proceeds actually received by the Company from such exercise of the Warrants. The Company shall provide the Placement Agents with written notice of each exercise of Warrants within 24 hours of the applicable Exercise Date (as defined in the Warrant). Any such Solicitation Fee shall be paid to the Placement Agents not less than five (5) business days after the Exercise Date giving rise to such Solicitation Fee and shall be paid by wire transfer of immediately available funds to an account previously specified by the Representative. The Company agrees to disclose the arrangement to pay solicitation fees to the Placement Agents in the Time of Sale Disclosure Package and the Prospectus. Notwithstanding the foregoing, as required by FINRA Rule 5110(f)(2)(K), no Solicitation Fee shall be payable to the Placement Agents hereunder in respect of the exercise of a Warrant if: (i) the market price of the underlying shares of Common Stock is lower than the exercise price of the Warrant at the time of exercise; (ii) the Warrant is held in a discretionary account of an Placement Agent at the time of exercise, unless prior specific written approval for the exercise is received from the holder; (iii) the arrangement to pay the Solicitation Fee is not disclosed in the Time of Sale Disclosure Package or the Prospectus or in any prospectus provided to the holder of the Warrant at the time of exercise; (iv) the Warrant is exercised in an unsolicited transaction; or (v) the holder of the Warrant has not confirmed in writing that exercise was solicited and that the Placement Agents solicited his, her or its exercise. (g) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes the Placement Agents Agent to act as its exclusive agents agent to solicit offers for the purchase of all or part of the Units from the Company in connection with the proposed public offering of the Units (the “Offering”). Until the Closing Date (as defined in Section 4 hereof) or earlier upon termination of this Agreement pursuant to Section 9 9. the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units otherwise than through the Placement AgentsAgent. The Placement Agent may utilize the expertise of Lazard Frères & Co. LLC in connection with its placement agent activities. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, Agent has agreed, as agent of the Company, to use their respective commercially reasonable “its best efforts” efforts to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units for its own account and, in soliciting purchases of the Units, each the Placement Agent shall act solely as the Company’s agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in Section 2.3, it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Units as principal. (c) Subject to the provisions of this Section 2, offers for the purchase of the Units may be solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents Agent deems advisable. Each The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units and may reject any such offer, in whole or in part. Each The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Units received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units are being sold to the Purchasers at an aggregate initial public offering a price of $•. The purchases of the Units by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereof), the Company shall (i) pay to the Placement Agents by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half percent (6.5%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents on such Placement Agent’s behalf in connection with the Offering, payment to whom shall be solely the responsibility of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agree. (f) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in Section 8(c) herein.0.85

AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SECURITIES. On the basis of the representations, warranties and agreements of the Company herein containedcontained herein, and subject to all the terms and conditions of this Agreement: (a) The Company hereby authorizes acknowledges that the Placement Agents to act Agent acted as its sole and exclusive agents agent to solicit offers for the purchase of all or part of the Units Offered Securities from the Company in connection with the proposed public offering of the Units Offered Securities (the “Offering”). Until the Closing Date (as defined in Section 4 6 hereof) or earlier upon termination of this Agreement pursuant to Section 9 ), the Company shall not, without the prior written consent of the Placement AgentsAgent, solicit or accept offers to purchase the Units Offered Securities otherwise than through the Placement AgentsAgent. (b) The Company hereby acknowledges that the Placement Agents have, separately and not jointly, agreedAgent, as agent of the Company, to will use their respective its commercially reasonable “best efforts” to solicit offers to purchase the Units Offered Securities from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below)herein. The Placement Agents Agent shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been the Offered Securities was solicited by the Placement Agent and accepted by the Company, but the Placement Agents Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will any the Placement Agent be obligated to underwrite or purchase any Units Offered Securities for its own account and, in soliciting purchases of Offered Securities, the Units, each Placement Agent shall act acted solely as the Company’s 's agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in this Section 1(b), it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase the Offered Securities as principal. (c) Subject to the provisions of this Section 2, offers Offers for the purchase of the Units may be Offered Securities were solicited by the Placement Agents Agent as agent for the Company at such times and in such amounts as the Placement Agents deems Agent deemed advisable. Each The Placement Agent shall communicate communicated to the Company, orally or in writing, each reasonable offer to purchase Units Offered Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Units Offered Securities and may reject any such offer, in whole or in part. Each The Placement Agent shall have has the right, in its discretion reasonably exerciseddiscretion, without notice to the Company, to reject any offer to purchase Units Offered Securities received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. (d) The Units Offered Securities are being sold to the Purchasers at a price of US$4.67 per ADS and a four-year Warrant to purchase 35% of an aggregate initial public offering ADS with an exercise price of $•. 6.04 per ADS, or $3.02 per share. The purchases purchase of the Units Offered Securities by the Purchasers each Purchaser shall be evidenced by the execution of Subscription Agreements the Securities Purchase Agreement by each of the Purchasers such Purchaser and the Company. (e) As compensation for services rendered, on the Closing Date (as defined in Section 4 hereofbelow), the Company shall (i) pay to the Placement Agents Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to six and one-half five percent (6.55%) of the gross proceeds received by the Company (the “Placement Fee”) from the sale of the Units on such Closing Date, excluding 50% of any purchase price paid by employees of the Company or by the Peierls family and affiliates (such exclusion shall not reduce such fee by more than 5%) (the “Exclusions”) and (ii) issue to the Placement Agents, or as the Placement Agents may otherwise direct, warrants (the “Agent Warrants”), in substantially the same form as the Warrants with the changes described below, entitling the Placement Agents, or their respective designees and assigns, to purchase up to an aggregate of one and one-quarter percent (1.25%) of the total number of Shares sold in the Offering (net of any Exclusions) (the “Agent Warrant Shares” and, collectively with the Agent Warrants, the “Agent Offered Securities”) at an exercise price equal to the public offering price per unit set forth on the cover page of the Prospectus. The Agent Warrants will be exercisable for a period of five years from the effective date of the Registration Statement (as defined below) and will contain cashless exercise provisions in the event that an effective registration statement is not effective. The holders of the Agent Warrants will have piggyback registration rights with respect to the Agent Warrant Shares. The Agent Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and may not be sold, transferred, pledged, hypothecated or assigned for a period of 180-days following the effective date of the Offering pursuant to FINRA Rule 5110(g)(1). Each Placement Agent may, in its discretion, may retain other brokers or dealers who are members of FINRA to act as selected dealers or subagents sub-agents on such Placement Agent’s its behalf in connection with the Offering, payment to whom the fees of which shall be solely the responsibility paid out of the Placement Agent retaining such other brokers or dealers. The fees payable to the Placement Agents as described above shall be allocated among the Placement Agents as provided in their engagement letter with the Company, or as the Placement Agents may otherwise agreeFee. (f) No Units Offered Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements Securities Purchase Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until the Shares and Warrants included in the Units such Offered Securities shall have been delivered to the Purchaser Purchasers thereof against payment by such Purchaser. If . (g) The Company hereby acknowledges that on the Company Closing Date as to each Purchaser, (a) such Purchaser shall default in its obligations pay the aggregate purchase price for the ADSs purchased by such Purchaser by delivery of immediately available funds to deliver Shares and Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agents harmless against any loss, claim, damage or expense arising from or as a result of such default an account designated by the Company not less than two (2) business days prior to the Closing Date, (b) the Company will deliver, or cause to be delivered, to the Placement Agent the ADSs to be purchased by such Purchaser by authorizing the release of the ADSs to the Placement Agent’s clearing firm via DWAC delivery prior to the release of the federal funds wire to the Company for payment of such ADSs, (c) the Placement Agent will deliver, or cause to be delivered, to such Purchaser, the ADSs to be purchased by such Purchaser in accordance with the procedures set forth in Section 8(cinstructions provided by the Purchaser on its executing broker’s account and (d) hereinthe Placement Agent will deliver, or cause to be delivered, to the Company, the aggregate purchase price for the ADSs purchased by such Purchaser, minus applicable fees and disbursements. The Company acknowledges and agrees that the settlement procedure described above is being provided to the Company as an accommodation solely upon the Company’s request.