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

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 7% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent Xxxxxxx Xxxxx & Associates, Inc. shall be the Company’s exclusive placement agent (in such capacity, the “Placement Agent Agent”), acting on a reasonable efforts basis, in connection with the offering issuance and sale by the Company of the Securities to the Purchasers in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741Section 4(a)(2) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”)thereof, with the terms of such the offering (the “Offering”) to be subject to market conditions and negotiations between among the Company, the Placement Agent and the prospective InvestorsPurchasers (such offering shall be referred to herein as the “Offering”). As compensation for services rendered, and provided that any of the Securities are sold to Purchasers in the Offering, on the Closing Date (as defined in Section 1(c) hereof) of the Offering, the Company shall pay to the Placement Agent an amount in the aggregate equal to 5% of the gross proceeds received by the Company from the sale of the Shares and Warrants (the “Placement Fee”). The Placement Agent will act on a reasonable best efforts basis and not receive any fees in connection with the Company agrees and acknowledges that there is no guarantee exercise of the successful placement of the Securities, or any portion thereof, in the prospective OfferingWarrants. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any The sale of the Securities for its own account or otherwise provide any financingshall be made pursuant to the purchase agreement in the form included as Exhibit A hereto (the “Purchase Agreement”) on the terms described therein. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer, offer in whole or in part. (b) This Agreement shall not give rise to any commitment by the Placement Agent to purchase any of the Securities, and the Placement Agent shall have no authority to bind the Company to accept offers to purchase the Securities. Subject The Placement Agent shall act on a reasonable efforts basis and does not guarantee that it will be able to raise new capital in the Offering. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering, the fees of which shall be paid out of the Placement Fee. Prior to the terms earlier of (i) the date on which this Agreement is terminated and conditions (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase Securities (other than pursuant to the exercise of options or warrants to purchase Common Stock that are outstanding at the date hereof, payment ) otherwise than through the Placement Agent in accordance herewith. (c) Payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings a closing (each a the “Closing” and ”) at the offices of Xxxxxx LLP, counsel for the Company, located at 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000, promptly following the satisfaction of all conditions for Closing set forth in the Purchase Agreement (the “Closing Conditions”) or on such later date or at such different location as the parties shall agree in writing, but not prior to or later than the third Business Day (as defined herein) after, the date on which each that the Closing occurs, a Conditions have been satisfied or waived by the appropriate party (such date of payment and delivery being herein called the “Closing Date”). As compensation for services renderedAll such actions taken at the Closing shall be deemed to have occurred simultaneously. No Shares and Warrants which the Company has agreed to sell pursuant to this Agreement and the Purchase Agreement shall be deemed to have been purchased and paid for, on each Closing Dateor sold by the Company, until such Shares and Warrants shall have been delivered to the Purchaser thereof against payment therefor 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 pay to indemnify and hold the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 7% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000harmless against any loss, payable immediately upon a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned claim or damage incurred by the Placement Agent for serving arising from or as placement agent to the Company in the private placement a result of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer default by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, . “Business Day” shall mean any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual a Saturday, a Sunday or corporation, partnership, trust, incorporated a legal holiday or unincorporated association, joint venture, limited liability company, joint stock company, government (a day on which banking institutions or an agency trust companies are authorized or subdivision thereof) obligated by law to close in New York City or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)Boston Massachusetts.

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities Offering, which shall be undertaken pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741) Registration Statement (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”defined below), with the terms of such offering (the “Offering”) Offering to be subject to market conditions and negotiations between the Company, Company and the Placement Agent and the prospective InvestorsAgent. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement sale of the SecuritiesShares, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite financially place or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities Shares and the Company shall have the sole right to accept offers to purchase Securities Shares and may reject any such offer, in whole or in part. Subject to the Company’s written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, the Placement Agent may (i) create a selling syndicate of additional sub-agents or dealers for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or (ii) rely on such soliciting dealers who are FINRA members to participate in placing a portion of the Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Shares shall be made at one or more closings (each each, a “Closing” and the date on which each a Closing occurs, a “Closing Date”). As compensation for services rendered, on each a Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 7% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities Shares and Pre-Funded Warrants pursuant to the Company’s 's registration statement on Form S-1 S-3 (File No. 333-221741275968) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”)Statement”),with a concurrent private placement of the Warrants, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment”, i.e., on the Closing Date, the Company shall issue the Securities directly to the account designated by the Placement Agent and, upon receipt of such Securities, the Placement Agent shall electronically deliver such Securities to the applicable Investor and payment shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 7% seven percent (7.0%) of the gross proceeds received by the Company from the sale of the Securities at the ClosingClosing Date of the Offering. (ii) Common stock purchase warrants (the “PA Warrants”) to the Placement Agent (or its designated affiliates) covering a number of shares equal to five percent (5.0%) of the total number of Securities being sold in the Offering. The PA Warrants will be non-exercisable for six (6) months after the Closing Date and will expire five years after such date. The PA Warrants will be exercisable at a price equal to 110.0% of the offering price in connection with the Placement. The PA Warrants shall not be redeemable. The PA Warrants may not be sold, transferred, assigned or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities for a period of 180 days after the Closing Date, except that they may be assigned, in whole or in part, to any officer, partner, registered person or affiliate of the Placement Agent, and to members of the selling group. The PA Warrants may be exercised as to all or a lesser number of shares and will provide for “cash” exercise. The PA Warrants shall further provide for adjustment in the number and price of such warrants (and the shares underlying such warrants) to prevent dilution subject to compliance with FINRA Rule 5110(g)(8). (iii) If within twelve (12) months following the consummation of the Offering, the. Company completes any financing of equity, equity-linked or debt or other capital-raising activity with, or receives any proceeds from, any investors as set forth in Schedule A attached hereto, then the Company shall pay to the Placement Agent upon the closing of such financing or receipt of such proceeds, the cash compensation as described in Section 1(a) herein. The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) expenses, including any legal expenses, up to a maximum of Sixty Thousand Dollars ($90,00060,000),unless otherwise agreed by the Company and the Placement Agent, payable immediately upon a the Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s 's exclusive engagement will shall be until the completion earlier of (i) the final closing date of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right Offering and (such right, the “Right of First Refusal”), for the twelve ii) five (125) month period commencing on days from the date hereof, to provide investment banking services . Notwithstanding anything to the Company on an exclusive basis in all matters involving contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s equity securities obligations contained in the indemnification provisions will survive any expiration or other instruments that may at any time be convertible intotermination of this Agreement, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of and the Company, for ’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount permitted to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(g)(4)(A), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Registered Securities pursuant to the Company’s registration statement on Form S-1 S-3 (File No. 333-221741254806) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), and a concurrent private placement of Warrants, with the terms of such offering (collectively the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the SecuritiesRegistered Securities and Warrants, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Registered Securities or Warrants for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities Shares and the Company shall have the sole right to accept offers to purchase Securities Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Shares, Pre-funded Warrants and Warrants shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 77.0% of the gross proceeds received by the Company from the sale of the Securities Shares, Pre-funded Warrants and Warrants at the Closing.; (ii) A non-accountable expense allowance in the amount of $20,000; and (iii) The Company also agrees to reimburse up to $60,000 of Placement Agent’s out-of-pocket expenses (with supporting invoices/receipts) up to a maximum of $90,000, legal counsel payable immediately upon a the Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to Offering or the foregoing, the Company hereby grants to the Placement Agent the exclusive right Offering is abandoned (such right, the “Right of First RefusalExclusive Term”); provided, for however, that a party hereto may terminate the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon five days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(g), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company Partnership Parties herein contained, and subject to all the terms and conditions of this Placement Agency Agreement (this “Agreement”), between the Placement Agent Partnership Parties and you, RBC Capital Markets, LLC shall be the Partnership’s exclusive Placement Agent Agent, acting on a best efforts basis, in connection with the offering issuance and sale by the Company Partnership of the Securities Units to the Investors in a proposed offering pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such the offering (the “Offering”) to be subject to market conditions and negotiations between among the CompanyPartnership Parties, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis As compensation for services rendered, and the Company agrees and acknowledges provided that there is no guarantee any of the successful placement of the Securities, or any portion thereof, Units are sold to Investors in the prospective Offering. Under no circumstances will offering, on the Closing Date (as defined in Section 2 hereof), the Partnership Parties shall pay to the Placement Agent or any of its “Affiliates” (as defined below) be obligated an amount in the aggregate equal to underwrite or purchase any 1.70% of the Securities for its own account gross proceeds received by the Partnership, or otherwise provide any financing$2.0 million, from the sale of the Units (the “Placement Fee”). The Placement Agent sale of the Units shall act solely be made pursuant to subscription agreements in the form included as Exhibit B hereto (each, a “Subscription Agreement” and collectively, the Company’s agent and not as principal“Subscription Agreements”). The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company Partnership Parties shall have the sole right to accept offers to purchase Securities the Units and may reject any such offer, offer in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 7% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offering. (b) In addition This Agreement shall not give rise to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned any commitment by the Placement Agent for serving as placement agent to the Company in the private placement purchase any of the Company’s securities pursuant to its securities purchase agreement dated October 26Units, 2017 (the “October 2017 Placement”). The balance of the fees payable to and the Placement Agent shall have no authority to bind the Partnership Parties to accept offers to purchase the Units. The Placement Agent shall act on a best efforts basis and does not guarantee that it will be able to raise new capital in the offering and sale of the Units. Subject to the Partnership’s consent, the Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the offering of the Units, the fees of which shall be paid out of the Placement Fee. Prior to the earlier of (i) the date on which this Agreement is terminated, and (ii) the Closing Date, the Partnership Parties shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase Units (other than pursuant to the October 2017 Placement, exercise of options or $60,000, shall be payable upon warrants to purchase Common Units that are outstanding at the closing of date hereof) otherwise than through the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below)Placement Agent in accordance herewith. (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to Notwithstanding the foregoing, the Company hereby grants to Partnership Parties and the Placement Agent acknowledge that the exclusive right Partnership intends to sell 850,500 Common Units (such right, the “Right Tortoise Units”) to one or more affiliates of First Refusal”), for the twelve (12) month period commencing on the date hereof, Tortoise Capital Advisors L.L.C. pursuant to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the CompanySubscription Agreement, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely is not acting as placement agent with respect to the applicable Future Offering. Any decision by the offer and sale of Tortoise Units and no Placement Agent to act Fee or other fee will be paid in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification respect of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right sale of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement AgentTortoise Units. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s 's registration statement on Form S-1 (File No. 333-221741186577) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent Agent, as agent for the Company, will act on a reasonable best efforts basis to assist the Company in obtaining Investors to purchase the Securities and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings a single closing (each a the “Closing” and the date on which each the Closing occurs, a the “Closing Date”). As compensation for services rendered, on each the Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 76.6% of the gross proceeds received by the Company from the sale of the Securities at the Closing.Closing of the Offering; and (ii) The Company also agrees to reimburse Placement Agent’s expenses in an amount equal to 2.0% of the aggregate gross proceeds raised in the Offering (with supporting invoices/receipts) up provided, however, that such expense allowance in no way limits or impairs the indemnification and contribution provisions of this Agreement). No payment has been made prior to a maximum the execution of $90,000, this Agreement and any reimbursement shall be payable immediately upon a Closing the closing of the Offering, subject to compliance with FINRA Rule 5110(f)(2)(C). In connection with its compensation for the Offering, $100,000 of financial advisory consulting fees paid by the Company to Placement Agent between July 2012 and September 2013 pursuant to an advisory agreement dated July 2012 is deemed to be compensation related to the Offering pursuant to FINRA Rule 5110(c)(3)(A)(vi). The consulting fees attributable to compensation are limited to 7.0% of the aggregate proceeds of the Offering. In the event less than the maximum proceeds of this Offering are raised, Placement Agent will be required to return that portion of consulting fees previously received that are in excess of 7.0% of the actual proceeds of this Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s 's exclusive engagement will be until end on May 30, 2013, after which either party hereto may terminate the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within engagement upon 30 days after receipt of the Notice, the Placement Agent may, by giving prior written notice to the Company, elect to exercise this Right of First Refusalother party.(the “Exclusive Term”). The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(f)(2)(D), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “PersonsPerson” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, (as amended (the “Securities Act”defined below).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Registered Securities pursuant to the Company’s 's registration statement on Form S-1 S-3 (File No. 333-221741268957) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”)) and concurrent private placement of the Restricted Pre-Funded Warrants, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities Shares and the Company shall have the sole right to accept offers to purchase Securities Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 76.5% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”). (ii) Such number of Common Stock purchase warrants (the “Placement Agent Warrants”) to Placement Agent or its designees at each Closing to purchase shares of Common Stock equal to 5.0% of the sum of (i) the aggregate number of Shares sold in the Offering and (ii) the aggregate number of Warrant Shares initially issuable upon exercise of the Warrants on the Closing Date. The Placement Agent Warrants shall be in the form of Exhibit A attached hereto and shall have an exercise price equal to $0.25399 and shall have an expiration date of 5 years from the date of the Purchase Agreements. The Placement Agent Warrants shall not be transferable for six months from the date of the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(1) (iii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, 50,000 payable immediately upon a the Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s 's exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right Offering (such right, the “Right of First RefusalExclusive Term”); provided, for however, that a party hereto may terminate the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(f)(2)(D), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties warranties, and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities Shares and the Pre-Funded Warrants pursuant to the Company’s registration statement on Form S-1 S-3 (File No. 333-221741267696) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with a concurrent private placement of the Warrants, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best best-efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities Shares and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment”, i.e., on the Closing Date, the Company shall issue the Securities directly to the account designated by the Placement Agent and, upon receipt of such Securities, the Placement Agent shall electronically deliver such Securities to the applicable Investor and payment shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 7% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s 's registration statement on Form S-1 (File No. 333-221741186577) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent Agent, as agent for the Company, will act on a reasonable best efforts basis to assist the Company in obtaining Investors to purchase the Securities and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings a single closing (each a the “Closing” and the date on which each the Closing occurs, a the “Closing Date”). As compensation for services rendered, on each the Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 76.6% of the gross proceeds received by the Company from the sale of the Securities at the Closing.Closing of the Offering; and (ii) The Company also agrees to reimburse Placement Agent’s expenses in an amount equal to 2.0% of the aggregate gross proceeds raised in the Offering (with supporting invoices/receipts) up provided, however, that such expense allowance in no way limits or impairs the indemnification and contribution provisions of this Agreement). No payment has been made prior to a maximum the execution of $90,000, this Agreement and any reimbursement shall be payable immediately upon a Closing the closing of the Offering, subject to compliance with FINRA Rule 5110(f)(2)(C). In connection with its compensation for the Offering, $100,000 of financial advisory consulting fees paid by the Company to Placement Agent between July 2012 and September 2013 pursuant to an advisory agreement dated July 2012 is deemed to be compensation related to the Offering pursuant to FINRA Rule 5110(c)(3)(A)(vi). The consulting fees attributable to compensation are limited to 7.0% of the aggregate proceeds of the Offering. In the event less than the maximum proceeds of this Offering are raised, Placement Agent will return that portion of consulting fees previously received that are in excess of 7.0% of the actual proceeds of this Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s 's exclusive engagement will be until end on May 30, 2013, after which either party hereto may terminate the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within engagement upon 30 days after receipt of the Notice, the Placement Agent may, by giving prior written notice to the Company, elect to exercise this Right of First Refusalother party.(the “Exclusive Term”). The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(f)(2)(D), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “PersonsPerson” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, (as amended (the “Securities Act”defined below).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale by the Company of the Securities pursuant to in a proposed takedown under the Company’s registration statement on Form S-1 S-3 (File No. 333No.333-221741172686) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent Company and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities Shares and the Company shall have the sole right to accept offers to purchase Securities Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereofhereof and of the Subscription Agreements to be entered into between the Company and the Investors in the Offering, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 76.5% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”). (ii) The Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse Placement AgentLadenburg’s expenses in an amount equal to 1% of the aggregate gross proceeds raised in the Offering, but in no event more than $15,000 (with supporting invoices/receipts) up to a maximum provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of $90,000, this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right Offering (such right, the “Right of First RefusalExclusive Term”); provided, for however, that a party hereto may terminate the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1(a)(ii) hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(f)(2)(D), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “PersonsPerson” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s 's registration statement on Form S-1 S-3 (File No. 333-221741264488) (including the exhibits thereto filed at such time, and as may be amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”)) (such offering, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent Company and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A a cash fee equal to 78% of the gross proceeds received by the Company from the sale of the Securities at the such Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s 's exclusive engagement will be until the completion as provided in Section 2 of the Offering. The Placement Agent shall be entitled to collect all fees under this that certain Investment Banking Agreement earned through termination. In addition to the foregoingdated April 26, 2022 between the Company hereby grants to and the Placement Agent (the exclusive right (such right“Investment Banking Agreement”). Notwithstanding anything to the contrary contained herein, the “Right of First Refusal”)provisions concerning confidentiality, for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving indemnification and contribution contained herein and the Company’s equity securities obligations contained in the indemnification provisions will survive any expiration or other instruments that may at any time be convertible intotermination of this Agreement, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of and the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; ’s obligation to pay fees actually earned and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets payable and to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, reimburse expenses actually incurred and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering reimbursable pursuant to Section 1 hereof, will survive any expiration or termination of this Right of First RefusalAgreement. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “PersonsPerson” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).or

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”)Securities, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 78.0% of the gross proceeds received by the Company from the sale of the Securities at the Closingclosing of the Offering, subject to reduction on certain investors pursuant to the terms of the Investment Banking Agreement (as defined below). (ii) A management fee equal to 1.0% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering. (iii) Such number of Common Stock purchase warrants (the “Placement Agent Warrants”) to the Placement Agent, or its designees, at each Closing to purchase shares of Common Stock equal to 5.0% of the aggregate number of Shares and Pre-Funded Warrants sold in the Offering. The Placement Agent Warrants shall have substantially the same terms as the H-2 Warrants issued to the Investors in the Offering except that the exercise price shall be 125% of the offering price per share and shall have an expiration date of 5 years from issuance. (iv) A cash fee equal to 9.0% of the gross proceeds received by the Company from the cash exercise of any H-1 Warrants and H-2 Warrants which shall be paid to the Placement Agent within two business days after the Company’s receipt of such proceeds. (v) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) in an amount up to a maximum of $90,000, 145,000 payable immediately upon a the Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until as provided in Section 2 of that certain Investment Banking Agreement originally dated February 26, 2022, as amended, (the completion of the Offering“Investment Banking Agreement”). The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition Notwithstanding anything to the foregoingcontrary contained herein, the Company hereby grants to the Placement Agent the exclusive right (such rightprovisions concerning confidentiality, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving indemnification and contribution contained herein and the Company’s equity securities obligations contained in the indemnification provisions will survive any expiration or other instruments that may at any time be convertible intotermination of this Agreement, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of and the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; ’s obligation to pay fees actually earned and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets payable and to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, reimburse expenses actually incurred and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering reimbursable pursuant to Section 1 hereof, will survive any expiration or termination of this Right of First RefusalAgreement. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions set forth herein, the Company engages the Placement Agent, on a commercially reasonable efforts basis, to act as its exclusive placement agent and the Representative, as the representative of this Agreement, the Placement Agent shall be in connection with the exclusive offer and sale, by the Company, of the Securities to the Purchasers. The Securities are being sold to the Purchasers pursuant to the Subscription Agreements on the terms described on Schedule I hereto. The Placement Agent Agents may retain other brokers or dealers to act as sub-agents on their respective behalf in connection with the offering and sale of the Securities. Until the earlier of the Closing Date (as defined in Section 4 hereof) or the termination of this Agreement, the Company shall not, without the prior consent of the Representative on behalf of the Placement Agent, solicit or accept offers to purchase the Securities otherwise than through the Placement Agent. (b) The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a commercially reasonable efforts basis, and this Agreement shall not give rise to any commitment by the Company Placement Agent or any of their affiliates to underwrite or purchase any of the Securities or otherwise provide any financing. No Placement Agent shall have authority to bind the Company in respect of the sale of any Securities. The sale of the Securities shall be made pursuant to the Company’s registration statement on Form S-1 Subscription Agreements. (File No. 333-221741c) (as amended from time The Placement Agent shall make commercially reasonable efforts to time assist the Company in obtaining performance by each Purchaser whose offer to purchase Securities has been solicited by such Placement Agent and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between accepted by the Company, but the Placement Agent and shall not, except as otherwise provided in this Agreement, be obligated to disclose the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and identity of any potential Purchaser or have any liability to the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offeringevent any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The and, in soliciting purchases of Securities, the Placement Agent shall act solely as the Company’s agent and not as a principal. Notwithstanding the foregoing and except as otherwise provided in Section 2(d), 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 a principal; provided, however, that any such purchases by such Placement Agent (or its affiliates) shall be fully disclosed to the Company (including the identity of such Investors) and approved by the Company in accordance with Section 2(d). (d) Subject to the provisions of this Section 2, offers for the purchase of Securities may be solicited by the Placement Agent as agent for the Company at such times and in such amounts as such Placement Agent deems advisable. The Placement Agent shall have no authority communicate to bind the Company with respect to any prospective Company, orally or in writing, each reasonable offer to purchase Securities and received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject The Placement Agent shall have the right, in its discretion, subject to providing prior notice to the terms and conditions hereofCompany, payment of the to reject any offer to purchase price forSecurities received by it, in whole or in part, and delivery of, the Securities any such rejection shall not be made at one or more closings deemed a breach of its agreement contained herein. (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). e) As compensation for services rendered, on each the Closing Date, the Company shall pay to the Placement Agent by wire transfer of immediately available funds to an account or accounts designated by the fees and expenses Placement Agent, an aggregate amount based on a certain percentage of the gross proceeds received by the Company from the sale of Securities on the Closing Date as set forth below: (i) A cash fee on Schedule I hereto. Additionally, the Company shall pay to the Representative, by deduction from the net proceeds of the offering contemplated herein, a non-accountable expense allowance equal to 7% one percent (1%) of the gross proceeds received by the Company from the sale of the Securities at the Closing. Securities. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offering. (b) In addition to the foregoing fees and expensescollectively, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 PlacementAgency Fee”). The balance Placement Agent agrees that the foregoing compensation, together with any expense reimbursement payable in accordance with Section 7 hereunder, constitutes all of the fees payable to compensation that the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect receive in connection with the offering contemplated hereby; such compensation shall supersede, in all fees under respects, any and all prior agreements or understandings relating to compensation to be received by such Placement Agent from the Company in connection with the offering contemplated hereby. No Securities which the Company has agreed to sell pursuant to this Agreement earned through termination. In addition shall be deemed to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable have been purchased and paid for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer sold by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets until such Securities shall have been delivered to another entity, any purchase or other transfer the Purchaser thereof against payment by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of such Purchaser. If the Company with another entity. At any time during such period that the Company contemplates conducting shall default in its obligations to deliver Securities to a Future OfferingPurchaser whose offer it has accepted and from whom subscription proceeds have been received, the Company shall deliver to indemnify and hold the Placement Agent harmless against any loss, claim or damage arising from or as a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type result of security to be issued and the compensation requested such default by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”)Memorandum, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings closing (each a the “Closing” and the date on which each the Closing occurs, a “Closing Date”). As compensation for services rendered, on each the Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 73% of the gross proceeds received by the Company from the sale of the Securities at the Closing and a non-accountable expense allowance equal to 1% of the of the gross proceeds received by the Company from the sale of the Securities at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s legal expenses (with supporting invoices/receipts) up to a maximum of $90,00025,000, payable immediately upon a Closing of at the OfferingClosing. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s 's exclusive engagement will be until begin on the completion date hereof and end on the earlier of the Offering. The Placement Agent shall consummation of the Offering or 30 days after the receipt by either party hereto of written notice of termination; provided that no such notice may be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, given by the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right for a period of First Refusal”), for the twelve (12) month period commencing on 180 days after the date hereof, to provide investment banking services except in the case of termination by the Company for cause. Notwithstanding anything to the Company on an exclusive basis in all matters involving contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s equity securities obligations contained in the indemnification provisions will survive any expiration or other instruments that may at any time be convertible intotermination of this Agreement, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of and the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; ’s obligation to pay fees actually earned and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets payable and to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, reimburse expenses actually incurred and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering reimbursable pursuant to Section 1 hereof, will survive any expiration or termination of this Right of First RefusalAgreement. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, contained and subject to all of the terms and conditions of this Agreement, the Company engages the Placement Agent shall be to act as its exclusive placement agent in connection with the exclusive issuance and sale of the Securities, and the Placement Agent hereby agrees, as an agent of the Company, to use reasonable efforts to solicit offers to purchase the Securities upon the terms and conditions set forth in the Prospectus (as defined below). (b) As compensation for the services rendered hereunder, upon the sale of any Securities by the Company under this Agreement, whether at a single closing or from time to time, the Company shall pay to the Placement Agent, by wire transfer of immediately available funds payable to the order of the Placement Agent, to an account or accounts designated by the Placement Agent, an amount equal to 7.0% of the gross proceeds received by the Company from each such sale of Securities (the “Fee”). The Placement Agent may, in its discretion, retain other brokers or dealers to act as subagents on the Placement Agent’s behalf in connection with the offering and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in payment to whom shall be solely the prospective Offering. Under no circumstances will responsibility of the Placement Agent. (c) This Agreement shall not give rise to a commitment by the Placement Agent or any of its “Affiliates” (as defined below) be obligated affiliates to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as , and the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with in respect to of the sale of any prospective offer to purchase Securities and the Securities. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer, offer in whole or in part. Subject to the terms and conditions hereof, payment The sale of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 7% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 agreements (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities ActPurchase Agreements”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be serve as the exclusive Placement Agent placement agent in connection with the offering issuance and sale by the Company of under the Securities Registration Statement (as defined in Section 2 below), as to the Shares, and pursuant to the Company’s exemption from registration statement on Form S-1 (File No. 333-221741) (provided by Regulation D, Rule 506 under the Securities Act, as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”)Warrants, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as on a best efforts basis and the Company’s agent and not as principal. The Placement Agent shall have no authority does not guarantee that it will be able to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, sell the Securities shall be made at one or more closings (each a “Closing” and in the date on which each Closing occurs, a “Closing Date”)prospective Offering. As compensation for services rendered, on each the Closing DateDate (as defined below), the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee an aggregate amount equal to 76% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (ii) Company. The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offering. (b) In addition per Share and Warrant combination purchase price to the foregoing fees and expenses, Investors shall be mutually agreed to between the Company acknowledges that at the first Closing, the Company shall pay and the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 PlacementOffering Price”). The balance of Placement Agent may retain other brokers or dealers to act as sub-agents on their behalf in connection with the fees payable Offering; provided, however, to the extent that such other brokers or dealers are retained, the commissions paid to such brokers or dealers shall reduce by equal amounts from the compensation paid to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) Agent. The term of the Placement Agent’s exclusive engagement will be until sixty (60) days from the completion of date hereof (the Offering“Exclusive Term”). The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition The Company also agrees to reimburse the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right out of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure pocket expenses of the Placement Agent in an amount up to exercise this Right of First Refusal within such 30 day period will be deemed a rejection $80,000, which amount is inclusive of the offer solely with respect to the applicable Future Offering. Any decision by fees and disbursements of counsel for the Placement Agent to act set forth in any such capacity Section 4(h)(C) hereof. Such reimbursement shall be contained payable immediately upon (but only in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification the event of) a Closing of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement AgentOffering. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all of the terms and conditions of this Agreement, Ladenburg shall serve as the Placement Agent shall be the exclusive Placement Agent in connection with the a one-time offering and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741) (as amended from time to time Registration Statement and including the exhibits thereto at any given time, the “Registration Statement”)Prospectus, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent Company and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its their own account accounts or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities Shares and the Company shall have the sole right to accept offers to purchase Securities Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each the Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee payable to Ladenburg equal to 7% five percent (5.0%) of the total gross proceeds cash consideration received by the Company from in the sale Offering, payable by wire transfer at the closing of the Securities at Offering (the “Closing” and the date on which the Closing occurs, the “Closing Date”). (ii) The Subject to compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(f)(2)(D), the Company also agrees to reimburse Placement AgentLadenburg’s expenses (with supporting invoices/receipts) up to a maximum amount of $90,00030,000 (provided, payable immediately upon a Closing however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined belowthis Agreement). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741278938 (along with any Rule 462(b) Registration Statement (as amended from time to time and including the exhibits thereto at any given timehereinafter defined), the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each each, a “Closing” and the date on which each Closing occurs, a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment”, i.e., on the Closing Date, the Company shall issue the Securities directly to the account designated by the Placement Agent and, upon receipt of such Securities, the Placement Agent shall electronically deliver such Securities to the applicable Investor and payment shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 77.0% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”). (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) accountable expenses, payable immediately upon the Closing of the Offering, up to a maximum of $90,00085,000, payable immediately upon a Closing less the $15,000 advance for out-of-pocket accountable expenses previously paid by the Company to the Placement Agent (the “Advance”); provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the Offeringforegoing, any advance received by the Placement Agent will be reimbursed to the Company to the extent not actually incurred in compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(4)(A). (biii) In addition to If within fifteen (15) months following the foregoing fees and expensesClosing Date, the Company acknowledges that at completes any financing of equity or equity-linked capital-raising activity with, or receives any proceeds from, any investors contacted or introduced by the first ClosingPlacement Agent in connection with the Offering, then the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of such financing or receipt of such proceeds, the Company’s next public or private offering cash compensation as described in Section 1(a)(i) herein. For the avoidance of securitiesdoubt, including, without limitation, any Future Offering (as defined below). (c) The term the exercise of the Placement Agent’s exclusive engagement warrants issued in prior financing will not be until the completion a considered a new financing for purposes of the Offeringthis paragraph. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to Notwithstanding the foregoing, the Company hereby grants to has a right of termination for Cause, and the Placement Agent the exclusive exercise of such right (such right, the “Right of First Refusal”), termination for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving Cause eliminates any of the Company’s equity securities or other instruments that may at any time be convertible intoobligations with respect to this section. “Cause,” for the purpose of this Agreement, exchangeable forshall mean, as determined by a court of competent jurisdiction, the Placement Agent’s gross negligence, willful misconduct, or otherwise entitle the holder thereof to receivea material breach of this Agreement, directly or indirectly, equity securities after being notified in writing of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Companysuch conduct, and any merger or consolidation not curing such alleged conduct within ten (10) calendar days of notification of such alleged wrongful conduct. On the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the NoticeClosing Date, the Placement Agent may, by giving written notice to will provide the Company, elect to exercise this Right Company with a list of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision all investors contacted or introduced by the Placement Agent in connection with the Offering to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agentwhom this paragraph will apply. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), Notes with the terms of such offering (the “Offering”) Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the SecuritiesNotes, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Notes for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities the Notes and the Company shall have the sole right to accept offers to purchase Securities the Notes and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Notes shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”)closings. As compensation for services rendered, on the date of each Closing (each, a “Closing Date”), the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee (the “Cash Fee”) equal to 78% of the gross proceeds received by the Company from the sale of the Securities Notes at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offering. (bii) In addition For an aggregate purchase price of $50, such number of Common Stock purchase warrants (the “Placement Agent Warrants”) shall be issued to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by or its designees at each Closing to purchase a number of shares of Common Stock equal to 10% of the aggregate number of the shares of Common Stock issuable upon immediate conversion of the Notes sold at such Closing. The Placement Agent Warrants shall be in a customary form reasonably acceptable to the Placement Agent for serving as placement agent and shall have an exercise price equal to the Company in the private placement closing price of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance Common Stock as of the fees payable market close immediately prior to the Placement Agent pursuant to the October 2017 Placementclosing and an expiration date of January 31, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below)2022. (cb) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to Offering (the foregoing“Exclusive Term”); provided, however, that either the Company hereby grants to or the Placement Agent may terminate the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof, will survive any expiration or termination of the Placement Agent and its Affiliates and shall be subject to general market conditionsthis Agreement. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive lead Placement Agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741222008) (as amended or supplemented from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As Subject only with to Section 2 and Schedule I of the Engagement Letter entered into by the Company and the Placement Agent on or about November 14, 2017 and attached hereto as Exhibit I, as maximum compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 7% eight percent (8.0%) of the gross proceeds received by the Company from the sale of the Securities at the Closing. (ii) A warrant to purchase that number of Common Stock equal to six percent (6%) of the Common Stock issued on such Closing Date (excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Investors). (iii) The Company also agrees to reimburse Placement Agent’s reasonable out of pocket expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offering.Offering Out of pocket expenses and legal expenses exceeding an aggregate of $50,000 shall require prior approval by the Company, (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale (the “Offering”) by the Company of the Securities Shares pursuant to the Company’s “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-1 S-3 (File No. 333-221741) 199219), which registration statement was declared effective on November 20, 2014 (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the SecuritiesShares, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities Shares and the Company shall have the sole right to accept offers to purchase Securities Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Shares shall be made at one or more closings closing (each a the “Closing” and the date on which each such Closing occurs, a the “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth belowbelow at the Closing Date: (i) A cash fee equal to 79% of the gross proceeds received by the Company from the sale of the Securities Shares at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing closing of the Offering. (bii) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional A non-refundable $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below)15,000 retainer. (ciii) The Company shall be responsible for the payment of all actual, reasonable, accountable and documented legal fees of the Placement Agent’s securities counsel, subject to a cap of $50,000, including any filing and blue sky fees, in any states in which Xxxxxxx reasonably requests that such filings be made in connection with the Offering. (b) The term of the Placement Agent’s exclusive engagement will be until the earlier of December 7, 2017 or the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right Offering (such right, the “Right of First RefusalExclusive Term”); provided, for however, that a party hereto may terminate the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agentparties. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Registered Securities pursuant to the Company’s 's registration statement on Form S-1 S-3 (File No. 333-221741264299) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”)) and concurrent private placement of the Restricted Securities, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” Affiliates (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 76.0% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”). (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, 75,000 payable immediately upon a the Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s 's exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right Offering (such right, the “Right of First RefusalExclusive Term”); provided, for however, that a party hereto may terminate the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(f)(2)(D), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Registered Securities pursuant to the Company’s 's registration statement on Form S-1 F-1 (File No. 333-221741264167) (as amended from time to time and including the exhibits thereto at any given time, the “"Registration Statement”)") with a concurrent private placement of the Private Warrants, with the terms of such offering (the “"Offering”") to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “"Affiliates” " (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s 's agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “"Closing” " and the date on which each Closing occurs, a “"Closing Date”"). The Closing of the issuance of the Securities shall occur via "Delivery Versus Payment", i.e., on the Closing Date, the Company shall issue the Securities directly to the account designated by the Placement Agent and, upon receipt of such Securities, the Placement Agent shall electronically deliver such Securities to the applicable Investor and payment shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 77.5% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the "Closing"). (ii) The Company also agrees to reimburse Placement Agent’s 's expenses (with supporting invoices/receipts) up to a maximum of $90,00075,000, unless otherwise agreed by the Company and the Placement Agent, payable immediately upon a the Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s 's exclusive engagement will be until as set forth in the completion of the OfferingEngagement Agreement (as defined below). The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition Notwithstanding anything to the foregoingcontrary contained herein, the Company hereby grants provisions concerning confidentiality, indemnification and contribution contained herein and the Company's obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company's obligation to the Placement Agent the exclusive right (such right, the “Right of First Refusal”pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g)(4)(A), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities will survive any expiration or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities termination of the Company, for which investment banking services are sought by the Company (a “Future Offering”)this Agreement. In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “"Persons” " means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “"Affiliate” " means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “"Securities Act”").

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities Shares and Prefunded Warrants pursuant to the Company’s registration statement on Form S-1 S-3 (File No. 333-221741268302) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”)) and a concurrent private placement of the Warrants, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 77.0% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”). (ii) The Company also agrees to reimburse Placement Agent’s Agent expenses (with supporting invoices/receipts) up to a maximum of $90,000, 50,000 payable immediately upon a the Closing of the Offering; provided, however, that if for any reason an Offering is not consummated, then the obligation of the Company to reimburse the Placement Agent for expenses shall not exceed $25,000. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right Offering (such right, the “Right of First RefusalExclusive Term”); provided, for however, that a party hereto may terminate the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(g), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s 's registration statement on Form S-1 (File No. 333-221741179331) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent Agent, as agent for the Company, will act on a reasonable best efforts basis to assist the Company in obtaining Investors to purchase the Securities and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities Shares and the Company shall have the sole right to accept offers to purchase Securities Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings a single closing (each a the “Closing” and the date on which each the Closing occurs, a the “Closing Date”). As compensation for services rendered, on each the Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 7% of the gross proceeds received by the Company from the sale of the Securities at the ClosingClosing of the Offering, which fee shall be deemed to be a corporate finance fee equal to 1% of the gross proceeds and a commission equal to 6% of the gross proceeds. (ii) Such number of Common Stock purchase warrants (the “Placement Agent Warrants”) to Placement Agent or its designees at the Closing to purchase shares of Common Stock equal to 3% of the aggregate number of Shares sold in the Offering. The Placement Agent Warrants shall have the same terms as the warrants issued to the Investors in the Offering except that the exercise price shall be 120% of the public offering price per share and shall be exercisable for 2 years following the Closing Date. The Placement Agent Warrants shall contain a cashless exercise provision. For purposes of clarity, the Placement Agent Warrants shall not have any registration rights. The Placement Agent Warrants shall not be transferable for six months from the date of the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(1). (iii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum amount equal to the lesser of 3.0% of the aggregate gross proceeds raised in the placement and $90,000100,000 (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). $10,000 of such payment has been made prior to the execution of this Agreement and the balance of the reimbursement shall be payable immediately upon a (but only in the event of) the Closing of the Offering, subject to compliance with FINRA Rule 5110(f)(2)(D). (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s 's exclusive engagement will be until the earlier of (i) September 30, 2012 and (ii) completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right Offering (such right, the “Right of First RefusalExclusive Term”); provided, for however, that a party hereto may terminate the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(f)(2)(D), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “PersonsPerson” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, (as amended (the “Securities Act”defined below).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this AgreementAgreement between the Company and the Placement Agent, the Placement Agent shall be the Company’s exclusive Placement Agent placement agent, on a reasonable best efforts basis, in connection with the offering issuance and sale by the Company of the Securities pursuant Shares to the Company’s registration statement on Form S-1 investors in a proposed offering of the Shares (File No. 333-221741the “Offering”) under the Registration Statement (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”defined below), with the terms of such offering (the “Offering”) Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective investors in the Offering (the “Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee ”, with each of the successful placement of the SecuritiesInvestors, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its an “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing DateInvestor”). As compensation for services rendered, and provided that any of the Shares are sold to Investors in the Offering, on each the Closing DateDate (as defined below), the Company shall pay to the Placement Agent Agent, an aggregate amount (the fees and expenses set forth below: “Placement Fee”) equal to (i) A cash fee equal to 7% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) Shares plus up to $15,000 reimbursement for expenses as further described under section 4 of this Agreement. In addition, the Placement Agent shall receive compensation warrants to purchase 202,500 Ordinary Shares (the “Compensation Warrants”). The Compensation Warrants in the form attached herewith as Exhibit E will be exercisable at any time and from time to time, in whole or in part, during the four-year period commencing one year from the Closing Date (as defined below), at a maximum price per share equal to 125.0% of $90,000, payable immediately upon a Closing of the Offering price per Ordinary Share at the Offering. (b) In addition The sale of the Shares shall be made pursuant to securities purchase agreements in the form included as Exhibit A hereto (the “Subscription Agreements”) on the terms described on Exhibit B hereto. All Investors will be offered identical terms with respect to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Offering. The Company shall pay have the sole right to accept offers to purchase the Shares and may reject any such offer in whole or in part. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent an additional $60,000or any of its affiliates may, representing fees earned solely at its discretion and without any obligation to do so, purchase Shares as principal; provided, however, that any such purchases by the Placement Agent for serving as placement agent (or its affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below)previous sentence. (c) The term This Agreement shall not give rise to any commitment by the Placement Agent to purchase any of the Shares, and the Placement Agent’s exclusive engagement Agent shall have no authority to bind the Company. The Placement Agent shall act on a reasonable best efforts basis and does not guarantee that it will be until the completion of able to raise new capital in the Offering. The Placement Agent may at its sole discretion retain other brokers or dealers to act as sub-agents and/or co-placement agents on its behalf in connection with the Offering, the fees of which shall be entitled paid out of the Placement Fee. Prior to collect all fees under the earlier of (i) the date on which this Agreement earned through termination. In addition to is terminated and (ii) the foregoingClosing Date (as defined below), the Company hereby grants shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase any securities of the Company (other than pursuant to the exercise of options or warrants to purchase Ordinary Shares that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (d) The Company acknowledges and agrees that the exclusive right (such rightPlacement Agent shall act as an independent contractor, and not as a fiduciary, and any duties of the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, Placement Agent with respect to provide investment banking services to the Company on an exclusive basis Company, including the offering of the Shares contemplated hereby (including in all matters involving connection with determining the terms of the Offering), shall be contractual in nature, as expressly set forth herein, and shall be owed solely to the Company’s equity securities . Each party disclaims any intention to impose any fiduciary or similar duty on the other. Additionally, the Placement Agent has not advised, nor is advising, the Company or any other instruments that may at person as to any time legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be convertible intoresponsible for making its own independent investigation and appraisal of the transactions contemplated hereby, exchangeable for, and the Placement Agent shall have no responsibility or otherwise entitle liability to the holder thereof to receive, directly or indirectly, equity securities Company with respect thereto. Any review by the Placement Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for which investment banking services are sought by the benefit of the Placement Agent and has not been and shall not be on behalf of the Company or any other person. It is understood that the Placement Agent has not and will not be rendering an opinion to the Company as to the fairness of the terms of the Offering. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Placement Agent may have financial interests in the success of the Offering contemplated hereby that are not limited to the Placement Fee. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent with respect to any breach or alleged breach of fiduciary owed to the Company. (e) Payment of the purchase price for, and delivery of, the Shares shall be made at a closing (the “Future OfferingClosing”) at the offices of Zxxxxx Axxxxxx Gxxxx and Sxxxxxxx & Worcester LLP, counsel for the Placement Agent, located at 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 at 10:00 a.m., local time, on T+3, 2012, or such other date as the Placement Agent and the Company may agree in writing, but not later than on April 19, 2012 (such date of payment and delivery being herein called the “Closing Date”). In connection with All such actions taken at the Right of First RefusalClosing shall be deemed to have occurred simultaneously. No 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, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer sold by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets until such Shares shall have been delivered to another entity, any purchase or other transfer the Investors against payment therefor by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of Investors. If the Company with another entity. At any time during such period that shall default in its obligations to deliver the Company contemplates conducting a Future OfferingShares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim or damage incurred by the Placement Agent arising from or as a result of such default by the Company. (f) On or before the Closing Date, each Investor shall pay by wire transfer of immediately available funds to an account specified by the Company an amount equal to the product of (x) the number of Shares such Investor has agreed to purchase and (y) the purchase price thereof as set forth on the cover page of the Prospectus (as defined below). On the Closing Date, the Company shall (i) deliver or cause to be delivered the Shares to the Investors, with such delivery to be made, if possible, through the facilities of The Depository Trust Company's DWAC system, and (ii) pay to the Placement Agent a written notice (A) the “Notice”Placement Fee, (B) stating its intention the Compensation Warrants and (C) the expense reimbursement to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to which the Placement Agent to manage the Future Offering is entitled pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, Section 4 hereof. (g) The Shares shall be registered in such names and in such denominations as the Placement Agent may, shall request by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale by the Company of the Securities Shares and Prefunded Warrants from time to time pursuant to the Company’s 's registration statement on Form S-1 S-3 (File No. 333-221741201429) (as amended from time to time and including the exhibits thereto at any given time“Registration Statement”)(such offering, the “Registration StatementPublic Offering”), together with a concurrent private placement of the Series A Warrants to qualified institutional buyers and a limited number of accredited investors, with the terms of such offering (such private placement, the “Private Placement” and together with the Public Offering, the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent Company and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 77.5% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”). (ii) Such number of Common Stock purchase warrants (the “Placement Agent Warrants”) to the Placement Agent or its designees at each Closing to purchase shares of Common Stock equal to 2.5% of the aggregate number of Shares. The Placement Agent Warrants shall have the same terms as the warrants issued to the Investors in the Offering except that the exercise price shall be 125% of the public offering price per share and shall have an expiration date of 5 years from the Closing Date; shall have a cashless exercise provision, and shall not have any price-based anti-dilution protections.. The Placement Agent Warrants shall not be transferable for six months from the date of the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(1). (iii) Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse Placement AgentLadenburg’s actual expenses (with supporting invoices/receipts) up to a maximum $65,000 without the Company’s consent (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of $90,000, this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s 's exclusive engagement will be until the earlier of (i) 6 months from the date hereof or (ii) completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right Offering (such right, the “Right of First RefusalExclusive Term”); provided, for however, that a party hereto may terminate the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Companyother parties; provided, elect that the Company may not give such notice of termination prior to exercise this Right of First Refusalone month from the date hereof. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(f)(2)(D), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “PersonsPerson” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741) (as amended from time to time Shares and including the exhibits thereto at any given time, the “Registration Statement”), Warrants with the terms of such offering (the “Offering”) Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the SecuritiesShares and Warrants, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares and Warrants for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities the Shares and Warrants and the Company shall have the sole right to accept offers to purchase Securities the Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Shares and Warrants shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”)closings. As compensation for services rendered, on the date of each Closing (each, a “Closing Date”), the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee an amount equal to 78% of the gross proceeds received by the Company from the sale of the Securities Shares and Warrants at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a each Closing of the Offering, payable at the Company’s option, in cash or additional shares of Common Stock and warrants having the same terms and conditions as the Shares and Warrants. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to Offering (the foregoing“Exclusive Term”); provided, however, that either the Company hereby grants to or the Placement Agent may terminate the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof, will survive any expiration or termination of the Placement Agent and its Affiliates and shall be subject to general market conditionsthis Agreement. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein containedcontained herein, and subject to all the terms and conditions of set forth in this Agreement, : (a) The Company has authorized and hereby acknowledges that the Placement Agent shall be has acted as its exclusive agent to solicit offers for the exclusive Placement Agent purchase of all or part of the Offered Securities from the Company in connection with the offering and sale by Offering. (b) The Company hereby acknowledges that the Company Placement Agent, as agent of the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a has agreed to use its reasonable best efforts basis and to solicit offers to purchase the Offered Securities from the Company agrees on the terms and acknowledges that there is no guarantee of subject to the successful placement of the Securities, or any portion thereof, conditions set forth in the prospective OfferingFinal Prospectus (as defined below). Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Offered Securities for its own account or otherwise provide any financing. The and, in soliciting purchases of Offered Securities, 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 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 Offered Securities from the Company as principal. (c) Offers for the purchase of Offered Securities were solicited by the Placement Agent as agent for the Company at such times and in such amounts as the Placement Agent deemed advisable. The Placement Agent shall have no authority communicated to bind the Company with respect to any prospective Company, orally or in writing, each reasonable offer to purchase Offered Securities and received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase the Offered Securities and may reject any such offer, in whole or in part. Subject . (d) The Offered Securities are being sold to the terms and conditions hereof, payment Investors at a purchase price of 100% of the purchase price for, and delivery of, aggregate principal amount of the Securities shall be made at one or more closings Offered Securities. (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). e) As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent by wire transfer of immediately available funds to an account or accounts designated by the fees and expenses set forth below: (i) A cash fee Placement Agent, an amount equal to 72.5% of the gross proceeds received by the Company from the sale of the Offered Securities at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 PlacementPlacement Fee”). The balance of ) on the fees Closing Date, provided that the Placement Fee payable to the Placement Agent pursuant will be subject to reduction as set forth in the engagement letter, dated October 5, 2018 between the Company and the Placement Agent (the “Engagement Letter”). Such amounts shall be deducted from the payment made by the Investors to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants and paid directly to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to Closing Date. (f) No Offered Securities which the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time has agreed to sell pursuant to this Agreement shall be convertible into, exchangeable deemed to have been purchased and paid for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer sold by the Company, directly or indirectlyuntil such Offered Securities shall have been delivered to the applicable Investor against payment therefor by such Investor; provided, of a majority or controlling portion of its capital stock or assets that Offered Securities shall be deemed to another entity, any purchase or other transfer have been delivered to an Investor upon the delivery by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entityto the Trustee of an instruction to deposit such Offered Securities in the account of such Investor. At any time during such period that If the Company contemplates conducting a Future Offeringshall default in its obligations to deliver the Offered Securities to an Investor whose offer it has accepted, the Company shall deliver to indemnify and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type result of security to be issued and the compensation requested such default by the competing broker-dealer firm if any, and an offer to Company in accordance with the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act procedures set forth in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement AgentSection 9 hereof. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent Xxxxxxx Xxxxx & Associates, Inc. shall be the Company’s exclusive placement agent (in such capacity, the “Placement Agent Agent”), acting on a reasonable efforts basis, in connection with the offering issuance and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on Purchasers in a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 7% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, with the terms of the offering to be subject to market conditions and negotiations among the Company, the Placement Agent and the prospective Purchasers (such offering shall be referred to herein as the “Offering”). As compensation for services rendered, and provided that any of the Securities are sold to Purchasers in the Offering, on the Closing Date (as defined in Section 1(c) hereof) of the Offering, the Company shall pay to the Placement Agent an amount in the aggregate equal to one million dollars ($1,000,000) (the “Placement Fee”). The Placement Agent will not receive any fees in connection with the exercise of the Warrants. The sale of the Securities shall be made pursuant to the securities issuance agreement in the form included as Exhibit A hereto (the “Issuance Agreement”) on the terms described therein. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. (b) This Agreement shall not give rise to any commitment by the Placement Agent to purchase any of the Securities, and the Placement Agent shall have no authority to bind the Company to accept offers to purchase the Securities. The Placement Agent shall act on a reasonable efforts basis and does not guarantee that it will be able to raise new capital in the Offering. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering, the fees of which shall be paid out of the Placement Fee. Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase Securities (other than pursuant to the exercise of options or warrants to purchase Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (c) Payment of the purchase price for (in accordance with the Issuance Agreement), and delivery of, the Securities shall be made at a closing (the “Closing”) at the offices of Xxxxxx LLP, counsel for the Company, located at 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000, promptly following the satisfaction of all conditions for Closing set forth in the Issuance Agreement (the “Closing Conditions”) or on such later date or at such different location as the parties shall agree in writing, but not prior to or later than the third Business Day (as defined herein) after, the date that the Closing Conditions have been satisfied or waived by the appropriate party (such date of payment and delivery being herein called the “Closing Date”). All such actions taken at the Closing shall be deemed to have occurred simultaneously. No Warrants which the Company has agreed to sell pursuant to this Agreement and the Issuance Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Warrants shall have been delivered to the Purchaser thereof against payment therefor by such Purchaser. If the Company shall default in its obligations to deliver the Warrants to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim or damage incurred by the Placement Agent arising from or as a result of such default by the Company. “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City or Boston Massachusetts.

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this AgreementAgreement between the Company and the Placement Agent, the Placement Agent shall be the Company’s exclusive Placement Agent placement agent, on a reasonable best efforts basis, in connection with the offering issuance and sale by the Company of the Securities pursuant Shares to the Company’s registration statement on Form S-1 investors in a proposed offering of the Shares (File No. 333-221741the “Offering”) under the Registration Statement (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”defined below), with the terms of such offering (the “Offering”) Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective investors in the Offering (the “Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee ”, with each of the successful placement of the SecuritiesInvestors, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its an “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing DateInvestor”). As compensation for services rendered, and provided that any of the Shares are sold to Investors in the Offering, on each the Closing DateDate (as defined below), the Company shall pay to the Placement Agent Agent, an aggregate amount (the fees and expenses set forth below: “Placement Fee”) equal to (i) A cash fee equal to 7% of the gross proceeds received by the Company from the sale of the Securities Shares plus $70,000 reimbursement for expenses as further described under section 4 of this Agreement. In addition, the Placement Agent shall receive compensation warrants to purchase 350,000 shares of Common Stock (the “Compensation Warrants”). The Compensation Warrants in the form attached herewith as Exhibit A will be exercisable at any time and from time to time, in whole or in part, during the Closing. four-year period commencing one year from the Closing Date (ii) The Company also agrees as defined below), at a price per share equal to reimburse Placement Agent’s expenses $1.25 (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing 125% of the Offering price per Share in the Offering). (b) In addition The sale of the Shares shall be made on the terms described on Exhibit B hereto. All Investors will be offered identical terms with respect to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Offering. The Company shall pay have the sole right to accept offers to purchase the Shares and may reject any such offer in whole or in part. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent an additional $60,000or any of its affiliates may, representing fees earned solely at its discretion and without any obligation to do so, purchase Shares as principal; provided, however, that any such purchases by the Placement Agent for serving as placement agent (or its affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below)previous sentence. (c) The term This Agreement shall not give rise to any commitment by the Placement Agent to purchase any of the Shares, and the Placement Agent’s exclusive engagement Agent shall have no authority to bind the Company. The Placement Agent shall act on a reasonable best efforts basis and does not guarantee that it will be until the completion of able to raise new capital in the Offering. The Placement Agent may at its sole discretion retain other brokers or dealers to act as sub-agents and/or co-placement agents on its behalf in connection with the Offering, the fees of which shall be entitled paid out of the Placement Fee. Prior to collect all fees under the earlier of (i) the date on which this Agreement earned through termination. In addition to is terminated and (ii) the foregoingClosing Date (as defined below), the Company hereby grants shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase any securities of the Company (other than pursuant to the exercise of options or warrants to purchase Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (d) The Company acknowledges and agrees that the exclusive right (such rightPlacement Agent shall act as an independent contractor, and not as a fiduciary, and any duties of the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, Placement Agent with respect to provide investment banking services to the Company on an exclusive basis Company, including the offering of the Shares contemplated hereby (including in all matters involving connection with determining the terms of the Offering), shall be contractual in nature, as expressly set forth herein, and shall be owed solely to the Company’s equity securities . Each party disclaims any intention to impose any fiduciary or similar duty on the other. Additionally, the Placement Agent has not advised, nor is advising, the Company or any other instruments that may at person as to any time legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be convertible intoresponsible for making its own independent investigation and appraisal of the transactions contemplated hereby, exchangeable for, and the Placement Agent shall have no responsibility or otherwise entitle liability to the holder thereof to receive, directly or indirectly, equity securities Company with respect thereto. Any review by the Placement Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for which investment banking services are sought by the benefit of the Placement Agent and has not been and shall not be on behalf of the Company or any other person. It is understood that the Placement Agent has not and will not be rendering an opinion to the Company as to the fairness of the terms of the Offering. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Placement Agent may have financial interests in the success of the Offering contemplated hereby that are not limited to the Placement Fee. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent with respect to any breach or alleged breach of fiduciary owed to the Company. (e) Payment of the purchase price for, and delivery of, the Shares shall be made at a closing (the “Future OfferingClosing”) at the offices of Blank Rome LLP, counsel for the Placement Agent, located at 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 a.m., local time, on T+3, 2012, or such other date as the Placement Agent and the Company may agree in writing, but not later than on September 19, 2012 (such date of payment and delivery being herein called the “Closing Date”). In connection with All such actions taken at the Right of First RefusalClosing shall be deemed to have occurred simultaneously. No Shares which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer sold by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets until such Shares shall have been delivered to another entity, any purchase or other transfer the Investors against payment therefor by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of Investors. If the Company with another entity. At any time during such period that shall default in its obligations to deliver the Company contemplates conducting a Future OfferingShares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim or damage incurred by the Placement Agent arising from or as a result of such default by the Company. (f) On or before the Closing Date, each Investor shall pay by wire transfer of immediately available funds to an account specified by the Company an amount equal to the product of (x) the number of Shares such Investor has agreed to purchase and (y) the purchase price thereof as set forth on the cover page of the Prospectus (as defined below). On the Closing Date, the Company shall (i) deliver or cause to be delivered the Shares to the Investors, with such delivery to be made, if possible, through the facilities of The Depository Trust Company's DWAC system, and (ii) pay to the Placement Agent a written notice (A) the “Notice”Placement Fee, (B) stating its intention the Compensation Warrants and (C) the expense reimbursement to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to which the Placement Agent to manage the Future Offering is entitled pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, Section 4 hereof. (g) The Shares shall be registered in such names and in such denominations as the Placement Agent may, shall request by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities Shares and the Pre-Funded Warrants pursuant to the Company’s 's registration statement on Form S-1 S-3 (File No. 333-221741262402) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with a concurrent private placement of the Warrants, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment”, i.e., on the Closing Date, the Company shall issue the Securities directly to the account designated by the Placement Agent and, upon receipt of such Securities, the Placement Agent shall electronically deliver such Securities to the applicable Investor and payment shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 77.0% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”). (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,00050,000, unless otherwise agreed by the Company and the Placement Agent, payable immediately upon a the Closing of the Offering. (biii) In addition to If within six (6) months following the foregoing fees and expensesconsummation of the Offering, the Company acknowledges that at completes any financing of equity, equity-linked or debt or other capital-raising activity with, or receives any proceeds from, any investors with whom the first ClosingPlacement Agent has wall crossed in connection with the Offering, then the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of such financing or receipt of such proceeds, the Company’s next public or private offering of securities, including, without limitation, any Future Offering (cash compensation as defined below)described in Section 1(a) herein. (cb) The term of the Placement Agent’s 's exclusive engagement will shall be until the completion earlier of (i) the final closing date of the OfferingOffering and (ii) 30 days from the date hereof (in the case of (ii), provided no Purchase Agreement has been executed). The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition Notwithstanding anything to the foregoingcontrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g)(4)(A), will survive any expiration or termination of this Agreement, provided, however, that if for any reason an Offering is not consummated, then the obligation of the Company hereby grants to reimburse the Placement Agent for expenses shall not exceed $10,000 in the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”)aggregate. In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”)Securities, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities Shares and the Company shall have the sole right to accept offers to purchase Securities Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings closing (each a the “Closing” and the date on which each the Closing occurs, a the “Closing Date”). As compensation for services rendered, on each the Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal : to 7% the Investors for each Common Share issuable upon exercise of the gross proceeds received by Pre-Funded Warrants is US$0.001 and for the Company from the sale of the Securities at the Closing. (ii) Common Warrants is US$4.21. The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving may retain other brokers or dealers to act as placement agent to the Company sub-agents or selected-dealers on its behalf in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of connection with the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to confirms its agreement with the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).follows:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities (the “Offering”) pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741333-[●]) (along with any Rule 462(b) Registration statement (as amended from time to time and including the exhibits thereto at any given time, hereinafter defined) the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment”, i.e., on the Closing Date, the Company shall issue the Securities directly to the account designated by the Placement Agent and, upon receipt of such Securities, the Placement Agent shall electronically deliver such Securities to the applicable Investor and payment shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 77.0% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing.”); (ii) The the Company also agrees to reimburse the Placement Agent’s expenses in the aggregate equal to $75,000 (with supporting invoices/receipts) up inclusive of any advance paid by the Company to a maximum of $90,000the Placement Agent), unless otherwise agreed by the Company and the Placement Agent, payable immediately upon a the Closing of the Offering. However, in the event this Agreement shall terminate prior to the consummation of the Offering, the Placement Agent, shall be entitled to reimbursement for actual expenses upon providing reasonable documentation relating to the incurrence of such expenses; provided, however, such expenses shall not exceed the aggregate amount of $25,000, taken together and not individually; and (iii) warrants to purchase such number of shares of Common Stock equal to three percent (3.0%) of the aggregate number of Securities sold to Investors in the Offering (the “Placement Agent Warrants”). The Placement Agent Warrants will be exercisable on the date that is 180 days from the commencement of sales of the securities in this offering and will expire five years from the commencement of sales under this offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until as set forth in the completion Engagement Agreement (as defined below). Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g)(4)(A), will survive any expiration or termination of this Agreement; provided, however, that if for any reason an Offering is not consummated, then the obligation of the Offering. The Placement Agent shall be entitled Company to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to reimburse the Placement Agent for expenses shall not exceed $25,000 in the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”)aggregate. In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Co-Placement Agent Agents shall be the exclusive Placement Agent placement agents in connection with the offering and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 S-3 (File No. 333-221741262311) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Co-Placement Agent Agents and the prospective Investors. The Co-Placement Agent Agents will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Co-Placement Agent Agents or any of its their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Co-Placement Agent Agents shall act solely as the Company’s agent agents and not as principal. The Co-Placement Agent Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Co-Placement Agent Agents the fees and expenses set forth below: (i) A An aggregate cash fee equal to 77.0% of the gross proceeds received by the Company from the sale of the Securities at the each Closing. (ii) The Company also agrees to reimburse Co-Placement Agent’s Agents’ expenses (with supporting invoices/receipts) up to a maximum of $90,000, 50,000 payable immediately upon a the Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Co-Placement Agent’s Agents’ exclusive engagement will be until as set forth in the completion certain letter agreement, dated as of February 16, 2024, by and among the OfferingCompany, Rxxx and Lxxxxxx (the “Engagement Agreement”). The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition Notwithstanding anything to the foregoingcontrary contained herein, the Company hereby grants to the Placement Agent the exclusive right (such rightprovisions concerning confidentiality, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving indemnification and contribution contained herein and therein and the Company’s equity securities obligations contained in the indemnification provisions will survive any expiration or other instruments that may at any time be convertible intotermination of this Agreement, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of and the Company, for ’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount permitted to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(f)(2)(D), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Co-Placement Agent Agents or its their Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), Notes with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the SecuritiesNotes, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Notes for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities the Notes and the Company shall have the sole right to accept offers to purchase Securities the Notes and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Notes shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee (the “Cash Fee”) equal to 78% of the gross proceeds received by the Company from the sale of the Securities Notes at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offering. (bii) In addition to the foregoing fees and expensesFor an aggregate purchase price of $50, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement such number of the Company’s securities pursuant to its securities Common Stock purchase agreement dated October 26, 2017 warrants (the “October 2017 PlacementPlacement Agent Warrants”). The balance of the fees payable ) shall be issued to the Placement Agent pursuant or its designees at each Closing to purchase a number of shares of Common Stock equal to 10% of the aggregate number of the shares of Common Stock issuable upon immediate conversion of the Notes sold at such Closing. The Placement Agent Warrants shall be in a customary form reasonably acceptable to the October 2017 Placement, or Placement Agent and shall have an exercise price equal to $60,000, shall be payable upon 3.00 per share and an expiration date of five years from the closing date of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below)Closing at which they were issued. (cb) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to Offering (the foregoing“Exclusive Term”); provided, however, that either the Company hereby grants to or the Placement Agent may terminate the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof, will survive any expiration or termination of the Placement Agent and its Affiliates and shall be subject to general market conditionsthis Agreement. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent Agents shall be the exclusive Placement Agent Agents in connection with the offering and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent Agents and the prospective Investors. The Each Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the either Placement Agent or any of its their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Each Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent Agents the fees and expenses set forth below: (i) A cash fee (the “Cash Fee”) equal to 7% of the gross proceeds received by the Company from the sale of the Securities at the ClosingClosing of the Offering. Cxxxx-Xxxxxx shall receive 50% of the Cash Fee and Taglich Brothers shall receive 50% of the Cash Fee. (ii) For an aggregate purchase price of $50, such number of Common Stock purchase warrants (the “Placement Agent Warrants”) to the Placement Agents or their designees at each Closing to purchase a number of shares of Common Stock equal to 8% of the aggregate number of the Conversion Shares underlying the Preferred Stock sold in the Offering, of which Cxxxx-Xxxxxx or its designees shall receive 50% of the Placement Agent Warrants and Taglich Brothers or its designees shall receive 50% of the Placement Agent Warrants. The Placement Agent Warrants shall be in a customary form reasonably acceptable to the Placement Agent and shall have an exercise price equal to 125% of the conversion price per share of the Preferred Stock and an expiration date of 5 years from the effective date of the Offering, provided that, in the event that warrants are issued to the Investors in the Offering, the Placement Agent Warrants shall be in the same form as the warrants issued to the Investors, except for the exercise price and term of exercise, as applicable. The Placement Agent Warrants shall not be exercisable for a period of six months, shall be subject to a 6-month lock-up agreement and shall be non-transferable during such six month period, except for such transfers as shall not cause the shares to be issued upon exercise thereof to be included in determining the number of securities sold in the Offering for purposes of NYSE-MKT Company Guide Section 713. (iii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) Cxxxx-Xxxxxx in an amount of up to a maximum $125,000 for (a) all reasonable out-of-pocket accountable fees and disbursements of $90,000counsel retained by Cxxxx-Xxxxxx, (b) all of the reasonable out-of-pocket accountable travel and related expenses arising out of Cxxxx-Xxxxxx’x engagement hereunder, and (c) any other reasonable out-of-pocket accountable expenses incurred by Cxxxx-Xxxxxx in connection with the performance of its services hereunder, which reimbursement shall be payable immediately upon (but only in the event of) a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s Agents’ exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to Offering (the foregoing“Exclusive Term”); provided, however, that either the Company hereby grants or Cxxxx-Xxxxxx may terminate the engagement with respect to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof, will survive any expiration or termination of the Placement Agent and its Affiliates and shall be subject to general market conditionsthis Agreement. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent Agents or its their Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, contained and subject to all of the terms and conditions of this Agreement, the Company engages X. X. Xxxxxx & Company, Inc. to act as a co-placement agent (the “Placement Agent”) in connection with the issuance and sale of the Securities and the Placement Agent shall be hereby agrees, as an agent of the exclusive Company, to use its commercially reasonable efforts to solicit offers to purchase the Securities upon the terms and conditions set forth in the Prospectus (as defined below). The Placement Agent acknowledges that the Company has also engaged Xxxxxx & Xxxxxxx, LLC (the “Co-Placement Agent”) to act as co-placement agent with the Placement Agent in connection with the offering issuance and sale by the Company of the Securities on the terms and conditions set forth in a separate agreement between the Company and the Co-Placement Agent. Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date (as defined below), the Company shall not, without the prior consent of the Placement Agent, solicit or accept offers to purchase Common Stock (other than pursuant to the Company’s registration statement on Form S-1 (File Noexercise of options or warrants to purchase shares of Common Stock that are outstanding as of the date hereof) otherwise than through the Placement Agent in accordance herewith. 333-221741) (as amended from time In connection with its commercially reasonable efforts to time and including solicit offers to purchase the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the CompanySecurities, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and shall only communicate information regarding the Company agrees and acknowledges that there is no guarantee to potential purchasers of the successful placement of Securities that is consistent with the Securities, or any portion thereof, information contained in the prospective Offering. Under no circumstances will Prospectus. (b) As compensation for the Placement Agent or any of its “Affiliates” services rendered hereunder, on the Closing Date (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent Agent, by wire transfer of immediately available U.S. funds payable to the fees and expenses set forth below: (i) A cash fee order of the Placement Agent, to an account or accounts designated by the Placement Agent, an amount equal to 77.5% of the aggregate gross proceeds received by the Company from the sale of the Securities at (the Closing. (ii) “Fee”); provided, however, the Fee shall be equal to 2.5% with respect to any Investor agreed to in writing between the Company and the Placement Agent or 3.5% with respect to any Investor agreed to in writing between the Placement Agent and Co-Placement Agent prior to the date of this Agreement, and, provided further, that the Placement Agent shall receive no fees with respect to any Investor introduced solely by the Co-Placement Agent. The Company also agrees Placement Agent may, in its discretion, retain other brokers or dealers to reimburse act as sub-agents on the Placement Agent’s expenses (behalf in connection with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing the offering of the Offering. (b) In addition to the foregoing fees and expensesSecurities, the Company acknowledges provided that at the first Closing, the Company shall not be obligated to pay the Placement Agent an any additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable amounts to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below)such sub-agent with respect thereto. (c) The term This Agreement shall not give rise to a commitment by the Placement Agent or any of its respective Affiliates to underwrite or purchase any of the Securities or otherwise provide any financing, and the Placement Agent’s exclusive engagement will be until Agent shall not have the completion authority to bind the Company in respect of the Offeringsale of any Securities. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to have the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of its discretion reasonably exercised after consultation with the Company, for which investment banking services are sought to reject any offer to purchase Securities received by the Company (a “Future Offering”). In connection with the Right of First Refusalit, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent in whole or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Companypart, and any merger or consolidation such rejection shall not be deemed a breach of its agreement contained herein. The sale of the Company with another entity. At any time during such period that Securities shall be made pursuant to a securities purchase agreement in substantially the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice form attached hereto as Exhibit A (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities ActPurchase Agreement”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities Shares pursuant to the Company’s registration statement on Form S-1 S-3 (File No. 333-221741282512) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”)) and a concurrent private placement of the Warrants, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 78.0% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (ii) Such number of Common Stock purchase warrants (the “Placement Agent Warrants”) to the Placement Agent or its designees at each Closing to purchase shares of Common Stock equal to 5.0% of the aggregate number of Shares and Warrant Shares sold in the Offering. The Placement Agent Warrants shall have substantially the same terms as the Warrants issued to the Investors in the Offering except that the exercise price shall be 100% of the public offering price per share and shall have an expiration date of five years from the commencement of sales of the Offering. (iii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) in an amount up to a maximum of $90,000, 75,000 payable immediately upon a Closing of the OfferingClosing. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until as set forth in the completion of the OfferingEngagement Agreement (as defined herein). The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition Notwithstanding anything to the foregoingcontrary contained herein, the Company hereby grants to the Placement Agent the exclusive right (such rightprovisions concerning confidentiality, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving indemnification and contribution contained herein and the Company’s equity securities obligations contained in the indemnification provisions will survive any expiration or other instruments that may at any time be convertible intotermination of this Agreement, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of and the Company, for ’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount permitted to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(g)(4)(A), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale by the Company of the Securities Shares pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741227122) (as amended or supplemented from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis basis, of a minimum of 1,000,000 shares and a maximum of 2,500,000 shares of Common Stock of the Company. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares shall be made at one or more closings (each a “Closing” and the Company agrees and acknowledges that there is date on which each Closing occurs, a “Closing Date”). The Placement Agent makes no guarantee commitment to purchase or to arrange for the purchase of all or any of the successful placement of the Securities, or any portion thereof, in the prospective OfferingShares. Under no circumstances will It is understood and agreed that the Placement Agent or any of its “Affiliates” (as defined below) be obligated shall not and is under no obligation to underwrite or purchase any of the Securities Shares for its own account and that this Agreement does not create any partnership, joint venture or otherwise provide any financingother similar relationship between the Placement Agent and the Company. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities Shares and the Company shall have the sole right to accept offers to purchase Securities Shares and may reject any such offer, in whole or in part. Subject The Placement Agent shall not be entitled to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As any compensation for services rendered, on each any subscription that is not accepted or is rejected by the Company. (b) On the Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee The Company hereby agrees to pay to the Placement Agent a commission in cash, by wire transfer of immediately available funds on each Closing Date, equal to 7% seven percent (7.0%) of the gross proceeds received by aggregate purchase price of the shares of Common Stock sold in this Offering. The foregoing fee shall be paid to the Placement Agent and split among selected dealers and the Placement Agent in such amounts as agreed to among them pursuant to a selected dealers’ agreement. The foregoing fee in no way limits or impairs the indemnification and contribution provisions of this Agreement. The Placement Agent shall furnish the Company from the sale of the Securities at the Closingwith wire instructions and amounts to payable to each participating broker-dealer. (ii) The Company hereby agrees to issue to the Placement Agent on each Closing Date warrants to purchase such number of shares of the Company’s Common Stock equal to eight percent (8.0%) of the shares of Common Stock sold in the Offering (the “Placement Agent’s Warrants”). The warrant agreement, in the form attached hereto as Exhibit A (the “Placement Agent’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after the effective date of the Registration Statement and expiring on the five-year anniversary thereof at a purchase price per share equal to 100% of the public offering price. The Placement Agent’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Placement Agent’s Warrant Agreement. The Placement Agent’s Warrant and shares issuable upon exercise thereof are hereinafter referred to together as the “Placement Agent’s Warrant Shares.” The Placement Agent understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Placement Agent’s Warrant Agreement and the underlying shares during the one hundred eighty (180) days immediately following the commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Placement Agent’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the offering to anyone other than (i) a sub-agent or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Placement Agent or of any such sub-agent or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and shall be issued in the name or names and in such authorized denominations as the Placement Agent may request. (iii) The Company also agrees to reimburse Placement Agent’s non-accountable expenses equal to 1% of the gross proceeds of this Offering on each Closing Date; (with supporting invoices/receiptsiv) The Company also agrees to reimburse Placement Agent’s reasonable out of pocket expenses payable up to a maximum $100,000 immediately upon the Closing of the Offering, provided that any expense over $1,000 shall require prior written or email approval by the Company. As of the date hereof, the Company has paid the Placement Agent an advanced expense of $90,00030,000 (the “Advance”). In the event that the Offering is terminated or does not occur, the Advance will be refunded to the extent reasonable expenses related to the Offering are not actually incurred. (v) The Company also agrees to pay the Placement Agent a monthly advisory fee of $10,000 for six months, which shall start from October 22, 2017 and will become payable immediately on the day the Company receives listing approval from an exchange or market and receives gross proceeds of at least $8,000,000. An additional advisory fee of $50,000 shall be due upon a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities Registered Shares pursuant to the Company’s registration statement on Form S-1 S-3 (File No. 333-221741267870) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”)) and a concurrent private placement of the Common Warrants, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) ). A cash fee equal to 76.0% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this AgreementAgreement between the Company and the Placement Agent, the Placement Agent shall be the Company’s exclusive Placement Agent placement agent, on a reasonable best efforts basis, in connection with the offering issuance and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 Investors in a proposed offering of the Securities (File No. 333-221741the “Offering”) under the Registration Statement (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”defined below), with the terms of such offering (the “Offering”) Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, Investors in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” As compensation for services rendered, on each Closing Date (as defined below) be obligated during the term of this Agreement and during the Tail Period (as defined below), the Company shall pay to underwrite or purchase any the Placement Agent, an aggregate amount (the “Placement Fee”) equal to (A) 8% of the gross cash proceeds received by the Company from the sale of the Securities for its own account or otherwise provide any financing. The plus (B) reimbursement of all reasonable expenses of the Placement Agent in connection with the Offering; provided, however, the Company shall act solely not be required to reimburse Placement Agent for attorney’s fees in excess of $80,000 plus such additional amounts payable under that certain engagement letter with Placement Agent’s counsel, dated as of June 16, 2014, and as reasonably agreed to by the Company’s agent and not as principal. The In addition to the foregoing, the Company shall pay a fee to the Placement Agent shall have no authority equal to bind 8% of the gross cash proceeds received by the Company from exercises of Warrants for cash during the term of the Warrants, which fee, if any, shall be paid by the Company within 15 days of the exercise date. (b) The sale of the Securities shall be made pursuant to subscription agreements in the form included as Exhibit A hereto (the “Subscription Agreements”) on the terms described on Exhibit B hereto. All Investors in the Offering will be entitled to receive identical terms with respect to any prospective offer to purchase Securities and the Offering irrespective of the Closing Date in which their Subscription Agreements have been accepted. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer, offer in whole or in part. Subject Notwithstanding the foregoing, it is understood and agreed that the Placement Agent or any of its or the Company’s affiliates may, solely at their discretion and without any obligation to do so, purchase Securities as principal; provided, however, that any such purchases by the Placement Agent (or its affiliates) or Company affiliates shall be fully disclosed to Investors and the Company and approved by the Company in accordance with the previous sentence. (c) This Agreement shall not give rise to any commitment by the Placement Agent to purchase any of the Securities, and the Placement Agent shall have no authority to bind the Company. The Placement Agent shall act on a reasonable best efforts basis and does not guarantee that it will be able to raise new capital in the Offering. The Placement Agent may at its sole discretion but upon prior notice to the Company, which may be oral, retain other brokers or dealers to act as sub-agents and/or co-placement agents on its behalf in connection with the Offering, the fees of which shall be paid by the Placement Agent out of the Placement Fee. The Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase any securities of the Company (other than pursuant to the Autilion Transaction as described in Section 3(u) and the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (d) The Company acknowledges and agrees that the Placement Agent shall act as an independent contractor, and not as a fiduciary, and any duties of the Placement Agent with respect to investment banking services to the Company, including the offering of the Securities contemplated hereby (including in connection with determining the terms of the Offering), shall be contractual in nature, as expressly set forth herein, and conditions hereofshall be owed solely to the Company. Each party disclaims any intention to impose any fiduciary or similar duty on the other. Additionally, payment the Placement Agent has not advised, nor is advising, the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Placement Agent shall have no responsibility or liability to the Company with respect thereto. Any review by the Placement Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Placement Agent and has not been and shall not be on behalf of the Company or any other person. It is understood that the Placement Agent has not and will not be rendering an opinion to the Company as to the fairness of the terms of the Offering. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Placement Agent may have financial interests in the success of the Offering contemplated hereby that are not limited to the Placement Fee. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent with respect to any breach or alleged breach of fiduciary owed to the Company. (e) Payment of the purchase price for, and delivery of, the Securities shall be made at one a closing (the “Closing”) at the offices of Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, counsel for the Placement Agent, located at 00 Xxxxxxxx, 00xx. Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at [•] a.m., local time, on such date or more closings dates as the Placement Agent and the Company may agree in writing, but not later than [*], 2014 (each a “Closing” such date of payment and the date on which each Closing occurs, delivery being herein called a “Closing Date”), or such later date or dates as agreed by the Company and Placement Agent, provided the Minimum Offering is met. As compensation for services renderedAll such actions taken at a Closing shall be deemed to have occurred simultaneously. No 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 such Securities shall have been delivered to the Investors against payment therefor by the Investors. If the Company shall default in its obligations to deliver the Securities to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim or damage incurred by the Placement Agent arising from or as a result of such default by the Company. (f) On or before any Closing Date, each Investor shall pay by wire transfer of immediately available funds to the escrow account (the “Escrow Account”), established at the Company’s expense, at Signature Bank (the “Escrow Agent”) an amount equal to the product of (x) the number of Securities such Investor has agreed to purchase and (y) the purchase price thereof as set forth on each the cover page of the Prospectus (as defined below). On any Closing Date, the Company shall (i) deliver or cause to be delivered the Securities to the Investors, with such delivery to be made, if possible, through the facilities of The Depository Trust Company's DWAC system, and (ii) pay to the Placement Agent (A) the fees Placement Fee and expenses set forth below: (iB) A cash fee equal any additional expense reimbursement to 7% of which the gross proceeds received by the Company from the sale of the Securities at the ClosingPlacement Agent is entitled pursuant to Section 4 hereof. (iig) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offering. (b) In addition to the foregoing fees Securities shall be registered in such names and expenses, the Company acknowledges that at the first Closing, the Company shall pay in such denominations as the Placement Agent an additional $60,000, representing fees earned shall request by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties warranties, and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities Shares pursuant to the Company’s registration statement on Form S-1 S-3 (File No. 333-221741281341) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with a concurrent private placement of the Warrants, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best best-efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities Shares and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment”, i.e., on the Closing Date, the Company shall issue the Securities directly to the account designated by the Placement Agent and, upon receipt of such Securities, the Placement Agent shall electronically deliver such Securities to the applicable Investor and payment shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 7% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities (i) Shares and Pre-Funded Warrants pursuant to the Company’s registration statement on Form S-1 S-3 (File No. 333-221741264667) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), and (ii) the Common Warrants (and underlying Common Warrant Shares) pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities Shares and the Company shall have the sole right to accept offers to purchase Securities Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 76.0% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (ii) Such number of Common Stock purchase warrants (the “Placement Agent Warrants”) to Placement Agent or its designees at each Closing to purchase shares of Common Stock equal to 7.0% of the aggregate number of Shares sold in the Offering. The Placement Agent Warrants shall have the same terms as the Common Warrants issued to the Investors in the Offering except that the exercise price shall be 125% plus any discount percentage applied to the offering price per share and shall have an expiration date of 2.5 years from the effective date of the Offering. The Placement Agent Warrants shall not be transferable for 180 days from the date of the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110(e)(1)(2). (iii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) of up to a maximum of $90,000, 125,000 payable immediately upon a the Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s 's exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right Offering (such right, the “Right of First RefusalExclusive Term”); provided, for however, that a party hereto may terminate the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(g), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities Shares and pre-funded warrants pursuant to the Company’s registration statement on Form S-1 S-3 (File No. 333-221741237592) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”)) (such offering, with the terms of such offering (the “Offering”) with the terms of the Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 78.0% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”). (ii) Such number of Common Stock purchase warrants (the “Placement Agent Warrants”) to the Placement Agent or its designees at the Closing to purchase shares of Common Stock equal to 6% of the aggregate number of Securities sold in the Offering. The Placement Agent Warrants shall be in a form reasonably satisfactory to the Placement Agent and the Company at an the exercise price equal to 125% of the public offering price per share and shall have an expiration date of five years from the effective date of the Registration Statement (as further defined below). (iii) The Company also agrees to reimburse Placement Agent’s actual and incurred expenses (with supporting invoices/receipts) up to a maximum $60,000 (inclusive of $90,000, Placement Agent’s legal counsel fees) which shall be payable immediately upon a Closing of the Offering, provided that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion as provided in Section 2 of the Offering. The Placement Agent shall be entitled to collect all fees under this that certain Investment Banking Agreement earned through termination. In addition to the foregoingdated August 2, 2021 between the Company hereby grants to and the Placement Agent (the exclusive right (such right“Investment Banking Agreement”). Notwithstanding anything to the contrary contained herein, the “Right of First Refusal”)provisions concerning confidentiality, for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving indemnification and contribution contained herein and the Company’s equity securities obligations contained in the indemnification provisions will survive any expiration or other instruments that may at any time be convertible intotermination of this Agreement, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of and the Company, for ’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount permitted to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(f)(2)(D)(i), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale by the Company of the Securities registered Shares from time to time pursuant to the Company’s 's registration statement on Form S-1 S-3 (File No. 333-221741218514) (as amended from time to time and including the exhibits thereto at any given time“Registration Statement”)(such offering, the “Registration StatementPublic Offering”), together with a concurrent private placement of the unregistered Shares and Warrants to qualified institutional buyers and a limited number of accredited investors, with the terms of such offering (such private placement, the “Private Placement” and together with the Public Offering, the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent Company and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 77.5% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”). (ii) The Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse Placement Agent’s Rxxx’x actual expenses (with supporting invoices/receipts) up to a maximum $100,000 without the Company’s consent (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of $90,000, this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s 's exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right Offering (such right, the “Right of First RefusalExclusive Term”); provided, for however, that a party hereto may terminate the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(f)(2)(D), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “PersonsPerson” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind kind, and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, contained and subject to all of the terms and conditions of this Agreement, the Company engages the Placement Agent to act as its exclusive placement agent in connection with the issuance and sale of the Shares and the Placement Agent hereby agrees, as an agent of the Company, to use its commercially reasonable efforts to solicit offers to purchase the Shares upon the terms and conditions set forth in the Prospectus (as defined below). Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date (as defined below), the Company shall not, without the prior consent of the Placement Agent, solicit or accept offers to purchase Common Stock (other than pursuant to the exercise of options or warrants to purchase shares of Common Stock that are outstanding as of the date hereof) otherwise than through the Placement Agent in accordance herewith. In connection with its commercially reasonable efforts to solicit offers to purchase the Shares, the Placement Agent shall be only communicate information regarding the exclusive Company to potential purchasers of the Shares that is consistent with the information contained in the Prospectus. (b) As compensation for the services rendered hereunder, on the Closing Date (as defined below), the Company shall pay to the Placement Agent, by wire transfer of immediately available U.S. funds payable to the order of the Placement Agent, to an account or accounts designated by the Placement Agent, an amount equal to 4.75% of the aggregate gross proceeds received by the Company from the sale of the Shares (the “Fee”). The Placement Agent may, in its discretion, retain other brokers or dealers to act as sub-agents on the Placement Agent’s behalf in connection with the offering and sale by of the Shares, provided that the Company of the Securities pursuant shall not be obligated to the Company’s registration statement on Form S-1 (File No. 333-221741) (as amended from time pay any additional amounts to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will such sub-agent with respect thereto. (c) This Agreement shall not give rise to a commitment by the Placement Agent or any of its “Affiliates” (as defined below) be obligated Affiliates to underwrite or purchase any of the Securities for its own account Shares or otherwise provide any financing. The , and the Placement Agent shall act solely as not have the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with in respect to of the sale of any prospective offer to purchase Securities and the Shares. The Company shall have the sole right to accept offers to purchase Securities the Shares and may reject any such offeroffer in whole or in part. The Placement Agent shall have the right, in its discretion reasonably exercised after consultation with the Company, to reject any offer to purchase Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. Subject to the terms and conditions hereof, payment The sale of the purchase price for, and delivery of, the Securities Shares shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 7% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up pursuant to a maximum of $90,000, payable immediately upon a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities stock purchase agreement dated October 26, 2017 in substantially the form attached hereto as Exhibit A (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities ActPurchase Agreement”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale by the Company of the Securities Shares pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741227122) (as amended or supplemented from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis basis, of a minimum of 1,000,000 shares and a maximum of 2,500,000 shares of Common Stock of the Company. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares shall be made at one or more closings (each a “Closing” and the Company agrees and acknowledges that there is date on which each Closing occurs, a “Closing Date”). The Placement Agent makes no guarantee commitment to purchase or to arrange for the purchase of all or any of the successful placement of the Securities, or any portion thereof, in the prospective OfferingShares. Under no circumstances will It is understood and agreed that the Placement Agent or any of its “Affiliates” (as defined below) be obligated shall not and is under no obligation to underwrite or purchase any of the Securities Shares for its own account and that this Agreement does not create any partnership, joint venture or otherwise provide any financingother similar relationship between the Placement Agent and the Company. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities Shares and the Company shall have the sole right to accept offers to purchase Securities Shares and may reject any such offer, in whole or in part. Subject The Placement Agent shall not be entitled to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As any compensation for services rendered, on each any subscription that is not accepted or is rejected by the Company. (b) On the Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee The Company hereby agrees to pay to the Placement Agent a commission in cash, by wire transfer of immediately available funds on each Closing Date, equal to 7% seven percent (7.0%) of the gross proceeds received by aggregate purchase price of the shares of Common Stock sold in this Offering. The foregoing fee shall be paid to the Placement Agent and split among selected dealers and the Placement Agent in such amounts as agreed to among them pursuant to a selected dealers’ agreement. The foregoing fee in no way limits or impairs the indemnification and contribution provisions of this Agreement. The Placement Agent shall furnish the Company from the sale of the Securities at the Closingwith wire instructions and amounts to payable to each participating broker-dealer. (ii) The Company hereby agrees to issue to the Placement Agent on each Closing Date warrants to purchase such number of shares of the Company’s Common Stock equal to four percent (4.0%) of the shares of Common Stock sold in the Offering (the “Placement Agent’s Warrants”). The warrant agreement, in the form attached hereto as Exhibit A (the “Placement Agent’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing six (6) months after the effective date of the Registration Statement and expiring on the five-year anniversary of the effective date of the Registration Statement at a purchase price per share equal to 120% of the public offering price of the shares of the Company’s Common Stock in the Offering. The Placement Agent’s Warrant shall include a “cashless” exercise feature, and shall contain provisions for registration rights as set forth in the Placement Agent’s Warrant Agreement. The Placement Agent’s Warrant and shares issuable upon exercise thereof are hereinafter referred to together as the “Placement Agent’s Warrant Shares.” The Placement Agent understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Placement Agent’s Warrant Agreement and the underlying shares during the one hundred eighty (180) days immediately following the commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Placement Agent’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days immediately following the commencement of sales of the offering to anyone other than (i) a sub-agent or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Placement Agent or of any such sub-agent or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on each Closing Date and shall be issued in the name or names and in such authorized denominations as the Placement Agent may request. (iii) The Company also agrees to reimburse Placement Agent’s reasonable out of pocket expenses (with supporting invoices/receipts) payable up to a maximum of $90,000, payable 100,000 immediately upon a the Closing of the Offering, provided that any expense over $1,000 shall require prior written or email approval by the Company. As of the date hereof, the Company has paid the Placement Agent an advanced expense of $30,000 against out-of-pocket accountable expenses that the Company and Placement Agent anticipate will be incurred (the “Advance”). The Advance will be refunded to the extent reasonable expenses related to the Offering are not actually incurred, whether or not the Offering is terminated, in accordance with FINRA Rule 5110(f)(2)(C). (biv) In addition The Company also agrees to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional advisory fee of $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable 30,000 immediately upon the closing Closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below).this Offering.. (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Co-Placement Agent Agents shall be the exclusive Placement Agent placement agents in connection with the offering and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 S-3 (File No. 333-221741224476) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Co-Placement Agent Agents and the prospective Investors. The Co-Placement Agent Agents will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Co-Placement Agent Agents or any of its their respective “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Co-Placement Agent Agents shall act solely as the Company’s agent agents and not as principal. The Co-Placement Agent Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). The Closing shall occur via “Delivery Versus Payment”, i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by Xxxx and, upon receipt of such Shares, Xxxx shall electronically deliver such Shares to the applicable Investor and payment shall be made by Xxxx (or its clearing firm) by wire transfer to the Company. As compensation for services rendered, on each Closing Date, the Company shall pay to the Co-Placement Agent Agents the fees and expenses set forth below: (i) A cash fee equal to 76% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”), which shall be allocated 75% to Xxxx and 25% to Alliance. (ii) The Company also agrees to reimburse Placement Agent’s Xxxx’x out of pocket expenses (with supporting invoices/receipts) in an amount of up to a maximum of $90,000, 50,000 payable immediately upon a the Closing of the Offering, in addition to the expenses described in Section 6 of this Agreement; provided, however, that such expense cap herein in no way limits or impairs the indemnification and contribution provisions of this Agreement. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Co-Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right Offering (such right, the “Right of First RefusalExclusive Term”); provided, for however, that a party hereto may terminate the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(f)(2)(D)(i), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Co-Placement Agent Agents or its their respective Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent Rxxx shall be serve as the exclusive Placement Agent placement agent in connection with the offering issuance and sale by the Company of the Securities Shares from the Registration Statement (as defined in Section 2 below) (such offering, the “Public Offering”), together with a concurrent private placement of the Warrants to a limited number of accredited investors pursuant to the Company’s exemption from registration statement on Form S-1 provided by Regulation D, Rule 506 (File No. 333-221741) (as amended from time to time and including the exhibits thereto at any given timesuch private placement, the “Registration Statement”), Private Placement,” and together with the terms of such offering (Public Offering, the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent Rxxx and the prospective Investors. The Placement Agent will Rxxx shall act on a reasonable best efforts basis and does not guarantee that it will be able to sell the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, Securities in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each the Closing DateDate (as defined below), the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee Rxxx an aggregate amount equal to 7% of the aggregate gross proceeds received by the Company from the sale of such Securities. The purchase price of the Securities at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 Investors (the “October 2017 PlacementOffering Price”)) shall be mutually agreed to between the Company and Rxxx. The balance of Rxxx may retain other brokers or dealers to act as sub-agents on its behalf in connection with the fees payable Offering; provided, however, to the Placement Agent pursuant extent that such other brokers or dealers are retained, the commissions paid to such brokers or dealers shall reduce by equal amounts from the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) compensation paid to Rxxx. The term of the Placement Agent’s Rxxx’x exclusive engagement will be until 30 days from the completion of date hereof (the Offering“Exclusive Term”). The Placement Agent shall Rxxx will be entitled to collect all fees under this Agreement earned through termination. In addition The Company also agrees (i) to reimburse Rxxx up to $30,000 for its reasonable out-of-pocket expenses, including the fees and disbursements of its counsel, subject to submission of applicable documentation to the Company (reasonably acceptable to the Company) evidencing such out-of-pocket expenses that were incurred, and (ii) subject to the foregoing, such reimbursement may be made directly out of the proceeds of the Closing; provided, however, that in no event shall Rxxx be entitled to reimbursement for out-of-pocket expenses (including the fees and disbursements of its counsel) in excess of $30,000 to which the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of did not give its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a prior written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agentapproval. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Lead Agent shall be the exclusive Placement lead placement agent and the Co-Agent the exclusive co-placement agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s 's registration statement on Form S-1 S-3 (File No. 333-221741193434) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent Agents and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent Agents or any of its their respective “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its their own account accounts or otherwise provide any financing. The Placement Agent Agents shall act solely as the Company’s agent agents and not as principal. The Placement Agent Agents shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each the Closing occurs, a “Closing Date”). As compensation for services rendered, on each the Closing Date, the Company shall pay to the Placement Agent Agents the aggregate fees and expenses set forth below: (i) A cash fee equal to 76% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”) to be split 60% to the Lead Agent and 40% to the Co-Agent. (ii) The Company also agrees to reimburse Placement Agent’s Agents’ reasonable fees and expenses, including reasonable legal fees and expenses (with supporting invoices/receipts) up to a maximum of $90,000, ). Such reimbursement shall be payable immediately upon a the Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s Agents’ exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under Offering (the “Exclusive Term”); provided, however, that a party hereto may terminate this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 14 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(f)(2)(D), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the either Placement Agent or its respective Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities Shares and Prefunded Warrants pursuant to the Company’s 's registration statement on Form S-1 F-3 (File No. 333-221741) 259318), as amended, (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with a concurrent private placement of the Warrants, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 76.5% of the gross proceeds received by the Company from the sale of the Securities at the Closing.Closing of the Offering; (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,00050,000, unless otherwise agreed by the Company and the Placement Agent, payable immediately upon a and only in the event of the Closing of the Offering; and (iii) If within six (6) months following the consummation of the Offering, the Company completes any financing of equity, equity-linked or debt or other capital-raising activity with, or receives any proceeds from, any of the investors listed on Appendix A attached hereto, then the Company shall pay to the Placement Agent upon the closing of such financing or receipt of such proceeds, the cash compensation as described in Section 1(a) herein. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s 's exclusive engagement will shall be until the completion earlier of (i) the final closing date of the OfferingOffering and (ii) July 31, 2023 (in the case of (ii), provided no Purchase Agreement has been executed). The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition Notwithstanding anything to the foregoingcontrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g)(4)(A), will survive any expiration or termination of this Agreement; provided, however, that if for any reason an Offering is not consummated, then the obligation of the Company hereby grants to reimburse the Placement Agent for expenses shall not exceed $25,000 in the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”)aggregate. In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive lead Placement Agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741222008) (as amended or supplemented from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As Subject only with to Section 2 and Schedule I of the Engagement Letter entered into by the Company and the Placement Agent on or about November 14, 2017 and attached hereto as Exhibit I, as maximum compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 7% eight percent (8.0%) of the gross proceeds received by the Company from the sale of the Securities at the Closing. (ii) A warrant to purchase that number of Common Stock equal to five percent (5%) of the Common Stock issued on such Closing Date (excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Investors), which warrant shall have substantially the same terms as the Warrants, except that the exercise price shall be calculated at a 20% premium instead of the 10% premium at which the exercise price of the Warrants shall be determined. Such warrant and any shares issued upon exercise of such warrant shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales of the Offering, except the transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) to any FINRA member firm participating in the Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the Placement Agent or related persons do not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities remain subject to the lock-up restriction set forth above for the remainder of the time period (iii) The Company also agrees to reimburse Placement Agent’s reasonable out of pocket expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offering. (b) In addition to the foregoing fees Offering Out of pocket expenses and expenses, the Company acknowledges that at the first Closing, the Company legal expenses shall pay the Placement Agent not exceed an additional aggregate of $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).50,000 ,

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s 's registration statement on Form S-1 (File No. 333-221741186577) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent Agent, as agent for the Company, will act on a reasonable best efforts basis to assist the Company in obtaining Investors to purchase the Securities and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings a single closing (each a the “Closing” and the date on which each the Closing occurs, a the “Closing Date”). As compensation for services rendered, on each the Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 76.6% of the gross proceeds received by the Company from the sale of the Securities at the ClosingClosing of the Offering. (ii) Such number of Common Stock purchase warrants in the form attached hereto as Exhibit B (the “Placement Agent Warrants”) to the Placement Agent or its designees at the Closing to purchase shares of Common Stock equal to 5% of the aggregate number of shares of Common Stock sold in the Offering (excluding Shares underlying Warrants). The Placement Agent Warrants shall have the same terms as the warrants issued to the Investors in the Offering except that the Placement Agent Warrants shall have an exercise price equal to 115% of the public offering price per share of the Common Stock and shall be exercisable for 5 years following the effective date of the Registration Statement. The Placement Agent Warrants shall contain a cashless exercise provision. The Company will register the shares of common stock underlying the Placement Agent Warrants and for a period of 5 years from the effective date of the Registration Statement the holders of the Placement Agent Warrants will have customary “piggyback” registration rights to the extent the Company does not maintain an effective registration statement for the Common Stock underlying the Placement Agent Warrants as permitted under Financial Industry Regulatory Authority (“FINRA”) Rule 5110(f)(2)(H). Neither the Placement Agent Warrants nor the shares underlying such warrants shall be transferred, assigned or disposed for a period of six months from the effective date of the Registration Statement except as permitted by FINRA Rule 5110(g)(1); and (iii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum amount equal to the lesser of $90,000, payable immediately upon a Closing 3.0% of the Offering. aggregate gross proceeds raised in the Offering and $100,000 (b) In addition provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). No payment has been made prior to the foregoing fees execution of this Agreement and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, any reimbursement shall be payable immediately upon the closing of the Company’s next public or private offering of securitiesOffering, including, without limitation, any Future Offering (as defined belowsubject to compliance with FINRA Rule 5110(f)(2)(C). (cb) The term of the Placement Agent’s 's exclusive engagement will be until end on May 30, 2013, after which either party hereto may terminate the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within engagement upon 30 days after receipt of the Notice, the Placement Agent may, by giving prior written notice to the Company, elect to exercise this Right of First Refusalother party.(the “Exclusive Term”). The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(f)(2)(D), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “PersonsPerson” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, (as amended (the “Securities Act”defined below).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this AgreementAgreement between the Company and the Placement Agent, the Placement Agent shall be the Company’s exclusive Placement Agent placement agent, on a reasonable best efforts basis, in connection with the offering issuance and sale by the Company of the Securities pursuant Shares to the Company’s registration statement on Form S-1 investors in a proposed offering of the Shares (File No. 333-221741the “Offering”) under the Registration Statement (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”defined below), with the terms of such offering (the “Offering”) Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective investors in the Offering (the “Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee ”, with each of the successful placement of the SecuritiesInvestors, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its an “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing DateInvestor”). As compensation for services rendered, and provided that any of the Shares are sold to Investors in the Offering, on each the Closing DateDate (as defined below), the Company shall pay to the Placement Agent Agent, an aggregate amount (the fees and expenses set forth below: “Placement Fee”) equal to (i) A cash fee equal to 7% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) Shares plus up to $15,000 reimbursement for expenses as further described under section 4 of this Agreement. In addition, the Placement Agent shall receive compensation warrants to purchase 14,269 Ordinary Shares (the “Compensation Warrants”). The Compensation Warrants in the form attached herewith as Exhibit E will be exercisable at any time and from time to time, in whole or in part, during the four-year period commencing one year from the Closing Date (as defined below), at a maximum price per share equal to 125.0% of $90,000, payable immediately upon a Closing of the Offering price per Ordinary Share at the Offering. (b) In addition The sale of the Shares shall be made pursuant to securities purchase agreements in the form included as Exhibit A hereto (the “Subscription Agreements”) on the terms described on Exhibit B hereto. All Investors will be offered identical terms with respect to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Offering. The Company shall pay have the sole right to accept offers to purchase the Shares and may reject any such offer in whole or in part. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent an additional $60,000or any of its affiliates may, representing fees earned solely at its discretion and without any obligation to do so, purchase Shares as principal; provided, however, that any such purchases by the Placement Agent for serving as placement agent (or its affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below)previous sentence. (c) The term This Agreement shall not give rise to any commitment by the Placement Agent to purchase any of the Shares, and the Placement Agent’s exclusive engagement Agent shall have no authority to bind the Company. The Placement Agent shall act on a reasonable best efforts basis and does not guarantee that it will be until the completion of able to raise new capital in the Offering. The Placement Agent may at its sole discretion retain other brokers or dealers to act as sub-agents and/or co-placement agents on its behalf in connection with the Offering, the fees of which shall be entitled paid out of the Placement Fee. Prior to collect all fees under the earlier of (i) the date on which this Agreement earned through termination. In addition to is terminated and (ii) the foregoingClosing Date (as defined below), the Company hereby grants shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase any securities of the Company (other than pursuant to the exercise of options or warrants to purchase Ordinary Shares that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (d) The Company acknowledges and agrees that the exclusive right (such rightPlacement Agent shall act as an independent contractor, and not as a fiduciary, and any duties of the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, Placement Agent with respect to provide investment banking services to the Company on an exclusive basis Company, including the offering of the Shares contemplated hereby (including in all matters involving connection with determining the terms of the Offering), shall be contractual in nature, as expressly set forth herein, and shall be owed solely to the Company’s equity securities . Each party disclaims any intention to impose any fiduciary or similar duty on the other. Additionally, the Placement Agent has not advised, nor is advising, the Company or any other instruments that may at person as to any time legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be convertible intoresponsible for making its own independent investigation and appraisal of the transactions contemplated hereby, exchangeable for, and the Placement Agent shall have no responsibility or otherwise entitle liability to the holder thereof to receive, directly or indirectly, equity securities Company with respect thereto. Any review by the Placement Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for which investment banking services are sought by the benefit of the Placement Agent and has not been and shall not be on behalf of the Company or any other person. It is understood that the Placement Agent has not and will not be rendering an opinion to the Company as to the fairness of the terms of the Offering. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Placement Agent may have financial interests in the success of the Offering contemplated hereby that are not limited to the Placement Fee. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent with respect to any breach or alleged breach of fiduciary owed to the Company. (e) Payment of the purchase price for, and delivery of, the Shares shall be made at a closing (the “Future OfferingClosing”) at the offices of Xxxxxx Xxxxxxx Xxxxx and Xxxxxxxx & Worcester LLP, counsel for the Placement Agent, located at 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 at 10:00 a.m., local time, on May 31, 2012, or such other date as the Placement Agent and the Company may agree in writing, but not later than on June 4, 2012 (such date of payment and delivery being herein called the “Closing Date”). In connection with All such actions taken at the Right of First RefusalClosing shall be deemed to have occurred simultaneously. No 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, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer sold by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets until such Shares shall have been delivered to another entity, any purchase or other transfer the Investors against payment therefor by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of Investors. If the Company with another entity. At any time during such period that shall default in its obligations to deliver the Company contemplates conducting a Future OfferingShares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim or damage incurred by the Placement Agent arising from or as a result of such default by the Company. (f) On or before the Closing Date, each Investor shall pay by wire transfer of immediately available funds to an account specified by the Company an amount equal to the product of (x) the number of Shares such Investor has agreed to purchase and (y) the purchase price thereof as set forth on the cover page of the Prospectus (as defined below). On the Closing Date, the Company shall (i) deliver or cause to be delivered the Shares to the Investors, with such delivery to be made, if possible, through the facilities of The Depository Trust Company's DWAC system, and (ii) pay to the Placement Agent a written notice (A) the “Notice”Placement Fee, (B) stating its intention the Compensation Warrants and (C) the expense reimbursement to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to which the Placement Agent to manage the Future Offering is entitled pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, Section 4 hereof. (g) The Shares shall be registered in such names and in such denominations as the Placement Agent may, shall request by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive lead Placement Agent in connection with the offering and sale by the Company of the Securities Units pursuant to the Company’s “shelf” registration statement statement, and an amendment or amendments thereto, on Form S-1 S-3 (File No. 333-221741) 201907), which registration statement was declared effective on February 13, 2015 (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the SecuritiesUnits, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Units for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities Units and the Company shall have the sole right to accept offers to purchase Securities Units and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Units shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 7% of the gross proceeds received by the Company from the sale of the Securities Units at the closing of the Offering (the “Closing”). (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned accountable expense allowance of 1% of gross proceeds received by the Placement Agent for serving as placement agent to Company from the Company in the private placement sale of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (Units at the “October 2017 Placement”). The balance of Closing and $50,000 for the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing and expenses of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below)its legal counsel. (cb) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right Offering (such right, the “Right of First RefusalExclusive Term”); provided, for however, that a party hereto may terminate the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(f)(2)(D), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities Shares and Pre-Funded Warrants pursuant to the Company’s registration statement on Form S-1 S-3 (File No. 333-221741274828) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”)) and a concurrent private placement of the Common Warrants, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 76.0% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”). (ii) The Company also agrees to reimburse Placement Agent’s reasonable expenses (with supporting invoices/receipts) up to a maximum of $90,000, 50,000 payable immediately upon a the Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right Offering (such right, the “Right of First RefusalExclusive Term”); provided, for however, that a party hereto may terminate the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(f)(2)(D), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities Shares pursuant to the Company’s 's registration statement on Form S-1 S-3 (File No. 333-221741219434) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities Shares and Warrants and the Company shall have the sole right to accept offers to purchase Securities Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 76.5% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”), provided that the Placement Agent shall pay to National Securities Corporation an amount equal to 10% of the cash fee hereunder, minus an amount equal to 10% of the unreimbursed out-of-pocket expenses incurred by the Placement Agent in connection with this Offering. (ii) Such number of Common Stock purchase warrants (the “Placement Agent Warrants”) to Placement Agent or its designees at each Closing to purchase shares of Common Stock equal to 3% of the aggregate number of Shares sold in the Offering. The Placement Agent Warrants shall have the same terms as the warrants issued to the Investors in the Offering except that the exercise price shall be the greater of (i) the exercise price of the Warrants issued to the Investors and (ii) 110% of the offering price of the Shares to the Investors and shall have an expiration date of 5 years from the effective date of the Offering. The Placement Agent Warrants shall not be transferable for six months from the date of the Offering except as permitted by Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(1). (iii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, 75,000 payable immediately upon a the Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s 's exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right Offering (such right, the “Right of First RefusalExclusive Term”); provided, for however, that a party hereto may terminate the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(f)(2)(D), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s 's registration statement on Form S-1 (File No. 333-221741207005) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent Agent, as agent for the Company, will act on a reasonable best efforts basis to assist the Company in obtaining Investors to purchase the Securities and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings a single closing (each a the “Closing” and the date on which each the Closing occurs, a the “Closing Date”). As compensation for services rendered, on each the Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 74% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offering. (ii) Such number of Common Stock purchase warrants in the form attached hereto as Exhibit A (the “Placement Agent Warrants”) to the Placement Agent or its designees at the Closing to purchase shares of Common Stock equal to 2.5% of the aggregate number of shares of Common Stock sold in the Offering (excluding Shares underlying Warrants). The Placement Agent Warrants shall have the same terms as the Warrants except that the Placement Agent Warrants shall have an exercise price equal to 125% of the exercise price of the Warrants and shall be exercisable for 3 years following the effective date of the Registration Statement. The Placement Agent Warrants shall contain a cashless exercise provision. The Company will register the shares of common stock underlying the Placement Agent Warrants and for a period of 3 years from the effective date of the Registration Statement the holders of the Placement Agent Warrants will have customary “piggyback” registration rights to the extent the Company does not maintain an effective registration statement for the Common Stock underlying the Placement Agent Warrants as permitted under Financial Industry Regulatory Authority (“FINRA”) Rule 5110(f)(2)(G). Neither the Placement Agent Warrants nor the shares underlying such warrants shall be sold, transferred, assigned, pledged or hypothecated, or the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the Placement Agent’s Warrants or the shares underlying the Placement Agent’s Warrants for a period of 180 days from the effective date of the Registration Statement except as permitted by FINRA Rule 5110(g)(2); and (iii) Whether or not the transactions contemplated by this Agreement, the Registration Statement and the prospectus, in the form in which it will be filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act of 1933, as amended (the “Securities Act”) or, if the prospectus is not to be filed with the Commission pursuant to Rule 424(b), the prospectus in the form included as part of the Registration Statement at the time the Registration Statement became effective (the “Final Prospectus”), are consummated or this Agreement is terminated, the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following: (a) all expenses in connection with the preparation, printing, formatting for the SEC’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”) and filing of the Registration Statement, any preliminary prospectus or prospectus subject to completion included in such Registration Statement (“Preliminary Prospectus”) and the Final Prospectus and any and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (b) In addition all fees and expenses in connection with filings with FINRA’s Public Offering System; (c) all fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Securities Act and the Offering; (d) all reasonable expenses in connection with the qualifications of the Securities for offering and sale under state or foreign securities or blue sky laws; (e) all fees and expenses in connection with listing the Securities on a national securities exchange; (f) all reasonable travel expenses of the Company’s officers, directors and employees and any other expense of the Company or the Placement Agent incurred in connection with attending or hosting meetings with prospective purchasers of the Securities (“Road Show Expenses”); (g) any stock transfer taxes or other taxes incurred in connection with this Agreement or the Offering; (h) the costs associated with book building, prospectus tracking and compliance software and the cost of preparing certificates representing the Securities; (i) the cost and charges of any transfer agent or registrar for the Securities; (j) any reasonable costs and expenses incurred in conducting background checks of the Company’s officers and directors by a background search firm acceptable to the foregoing Placement Agent; and (k) all other costs, fees (including Placement Agent’s counsel’s fees and expenses) and expenses incident to the Offering that are not otherwise specifically provided for in this Section 6; provided, the Company acknowledges however, that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned all such costs and expenses pursuant to this Section 1(a)(iii) and otherwise which are incurred by the Placement Agent for serving as placement agent shall not to exceed $115,000 in the aggregate (of which a maximum of $100,000 can be allocated to legal expenses and $15,000 to non-legal expenses). To the extent that the Placement Agent’s out-of-pocket expenses are less than the Advances, the Placement Agent will return to the Company that portion of the Advances not offset by actual expenses. (iv) It is understood, however, that except as provided in this Section 1, Sections 5 or 7 hereof, the Placement Agent will pay all of its own costs and expenses. Notwithstanding anything to the contrary in this Section 1, in the private placement of the Company’s securities event that this Agreement is terminated pursuant to its securities purchase agreement dated October 26Section 5 or 7 hereof, 2017 the Company will pay, less any advances previously paid (the “October 2017 PlacementAdvances”). The balance , all documented out-of-pocket expenses of the fees payable to the Placement Agent pursuant (including but not limited to fees and disbursements of Placement Agent’s counsel and reasonable travel) incurred in connection herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110 and in any event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $115,000, including the Advances. To the extent that the Placement Agent’s out-of-pocket expenses are less than the Advances, the Placement Agent will return to the October 2017 Placement, or $60,000, shall be payable upon the closing Company that portion of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below)Advances not offset by actual expenses. (cb) The term of the Placement Agent’s 's exclusive engagement will be until end on December 31, 2015, after which either party hereto may terminate the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within engagement upon 30 days after receipt of the Notice, the Placement Agent may, by giving prior written notice to the Company, elect to exercise this Right of First Refusalother party (the “Exclusive Term”). The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(f)(2)(D), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “PersonsPerson” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, (as amended (the “Securities Act”defined below).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities Shares and Pre-Funded Warrants pursuant to the Company’s registration statement on Form S-1 S-3 (File No. 333-221741249979) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”)) and a concurrent private placement of the Warrants, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 77.0% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”). (ii) The Company also agrees to reimburse Placement Agent’s Agent expenses (with supporting invoices/receipts) up to a maximum of $90,000, 75,000 payable immediately upon a the Closing of the Offering; provided, however, that if for any reason an Offering is not consummated, then the obligation of the Company to reimburse the Placement Agent for expenses shall not exceed $25,000. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right Offering (such right, the “Right of First RefusalExclusive Term”); provided, for however, that a party hereto may terminate the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(g), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent Agreement Xxxxxxxxx LLC shall be the Company’s exclusive placement agent (in such capacity, the “Placement Agent Agent”), acting on a reasonable best efforts basis, in connection with the offering issuance and sale by the Company of the Securities to the Investors in a proposed offering pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such the offering (the “Offering”) to be subject to market conditions and negotiations between among the Company, the Placement Agent and the prospective InvestorsInvestors (such offering shall be referred to herein as the “Offering”). As compensation for services rendered, and provided that any of the Securities are sold to the Investors in the Offering, on the Closing Date (as defined in Section 1(c) hereof) of the Offering, the Company shall pay to the Placement Agent an amount in the aggregate equal to 6.00% of the gross proceeds received by the Company from the sale of the Shares and the Warrants (the “Placement Fee”). The Placement Agent will act on a reasonable best efforts basis and not receive any fees in connection with the Company agrees and acknowledges that there is no guarantee exercise of the successful placement of the Securities, or any portion thereof, in the prospective OfferingWarrants. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any The sale of the Securities for its own account or otherwise provide any financingshall be made pursuant to the securities purchase agreement in the form included as Exhibit A hereto (the “Securities Purchase Agreement”) on the terms described on Exhibit B hereto. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer, offer in whole or in part. (b) This Agreement shall not give rise to any commitment by the Placement Agent to purchase any of the Securities, and the Placement Agent shall have no authority to bind the Company to accept offers to purchase the Securities. Subject The Placement Agent shall act on a reasonable best efforts basis and does not guarantee that it will be able to raise new capital in the Offering. Prior to the terms earlier of (i) the date on which this Agreement is terminated and conditions (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase Securities (other than pursuant to the exercise of options to purchase Common Stock or vesting of restricted stock units (“RSUs”) that are outstanding under existing equity incentive plans at the date hereof) otherwise than through the Placement Agent in accordance herewith. The Company acknowledges and agrees that the Placement Agent shall have no liability (in tort, payment contract or otherwise) to the Company, its affiliates or any other person for any losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) (each a “Loss” and, collectively, the “Losses”) arising from its own acts or omissions in performing its obligations as Placement Agent in connection with the Offering, except for any such Losses that are finally judicially determined to have resulted primarily from its bad faith, gross negligence or willful misconduct in performing its services hereunder. (c) Payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings a closing (each a the “Closing” ”) remotely at 10:00 A.M. New York City time on February 17, 2023, or at such time on such other date as may be agreed upon in writing by the Placement Agent and the Company (such date on which each Closing occurs, a of payment and delivery being herein called the “Closing Date”). As compensation for services renderedAll such actions taken at the Closing shall be deemed to have occurred simultaneously. No Shares and Warrants which the Company has agreed to sell pursuant to this Agreement and the Securities Purchase Agreement shall be deemed to have been purchased and paid for, on each Closing Dateor sold by the Company, until such Shares and Warrants shall have been delivered to the Investors against payment therefor by the Investors. If the Company shall default in its obligations to deliver the Shares and Warrants to the Investors whose offer it has accepted, the Company shall pay indemnify and hold the Placement Agent harmless against any loss, claim or damage incurred by the Placement Agent arising from or as a result of such default by the Company. (d) On the Closing and on each closing date of the purchase and sale of Warrant Shares, (i) the Company shall deliver, or cause to be delivered, the Securities to the Investors or their designee, and the Investors shall deliver, or cause to be delivered, the purchase price for the Securities to the Company pursuant to the terms of the Securities Purchase Agreement and (ii) the Company will wire the amounts owed to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 7% as provided in this Agreement. Delivery of the gross proceeds received Shares and Warrant Shares shall be made “delivery versus payment” through the facilities of The Depository Trust Company (“DTC”) unless the Placement Agent shall otherwise instruct. The Warrants shall be delivered to the Investors in definitive form, registered in such names and in such denominations as the Investors shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Company from Placement Agent on the sale of the Securities at business day prior to the Closing. (iie) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000Securities shall be registered in such names and in such denominations as the Investors, payable immediately upon a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned unless otherwise instructed by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000Agent, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought request by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities Shares and Prefunded Warrants pursuant to the Company’s 's registration statement on Form S-1 F-3 (File No. 333-221741) 259318), as amended, (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with a concurrent private placement of the Warrants, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 76.5% of the gross proceeds received by the Company from the sale of the Securities at the Closing.Closing of the Offering; (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,00050,000, unless otherwise agreed by the Company and the Placement Agent, payable immediately upon a and only in the event of the Closing of the Offering; and (iii) If within six (6) months following the consummation of the Offering, the Company completes any financing of equity, equity-linked or debt or other capital-raising activity with, or receives any proceeds from, any investors with whom the Placement Agent arranged a call or meeting (virtual or in-person) in connection with the Offering, then the Company shall pay to the Placement Agent upon the closing of such financing or receipt of such proceeds, the cash compensation as described in Section 1(a) herein. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s 's exclusive engagement will shall be until the completion earlier of (i) the final closing date of the OfferingOffering and (ii) July 31, 2023 (in the case of (ii), provided no Purchase Agreement has been executed). The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition Notwithstanding anything to the foregoingcontrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g)(4)(A), will survive any expiration or termination of this Agreement; provided, however, that if for any reason an Offering is not consummated, then the obligation of the Company hereby grants to reimburse the Placement Agent for expenses shall not exceed $25,000 in the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”)aggregate. In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities Common Stock and Pre-Funded Warrants sold pursuant to the Company’s 's registration statement on Form S-1 S-3 (File No. 333-221741238557) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”)) and the Common Warrants sold pursuant to a private placement, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings closing (each a the “Closing” and the date on which each the Closing occurs, a the “Closing Date”). As compensation for services rendered, on each the Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 77.0% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”). (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) of up to a maximum of $90,000, 50,000 payable immediately upon a the Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s 's exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right Offering (such right, the “Right of First RefusalExclusive Term”); provided, for however, that a party hereto may terminate the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(g)(5), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this AgreementAgreement between the Company and the Placement Agent, the Placement Agent shall be the Company’s exclusive Placement Agent placement agent, on a reasonable best efforts basis, in connection with the offering issuance and sale by the Company of the Securities pursuant Shares to the Company’s registration statement on Form S-1 investors in a proposed offering of the Shares (File No. 333-221741the “Offering”) under the Registration Statement (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”defined below), with the terms of such offering (the “Offering”) Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective investors in the Offering (the “Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee ”, with each of the successful placement of the SecuritiesInvestors, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its an “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing DateInvestor”). As compensation for services rendered, and provided that any of the Shares are sold to Investors in the Offering, on each the Closing DateDate (as defined below), the Company shall pay to the Placement Agent Agent, an aggregate amount (the fees and expenses set forth below: “Placement Fee”) equal to (i) A cash fee equal to 7% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) Shares plus up to $15,000 reimbursement for expenses as further described under section 4 of this Agreement. In addition, the Placement Agent shall receive compensation warrants to purchase 15,802 Ordinary Shares (the “Compensation Warrants”). The Compensation Warrants in the form attached herewith as Exhibit E will be exercisable at any time and from time to time, in whole or in part, during the four-year period commencing one year from the Closing Date (as defined below), at a maximum price per share equal to 125.0% of $90,000, payable immediately upon a Closing of the Offering price per Ordinary Share at the Offering. (b) In addition The sale of the Shares shall be made pursuant to securities purchase agreements in the form included as Exhibit A hereto (the “Subscription Agreements”) on the terms described on Exhibit B hereto. All Investors will be offered identical terms with respect to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Offering. The Company shall pay have the sole right to accept offers to purchase the Shares and may reject any such offer in whole or in part. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent an additional $60,000or any of its affiliates may, representing fees earned solely at its discretion and without any obligation to do so, purchase Shares as principal; provided, however, that any such purchases by the Placement Agent for serving as placement agent (or its affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below)previous sentence. (c) The term This Agreement shall not give rise to any commitment by the Placement Agent to purchase any of the Shares, and the Placement Agent’s exclusive engagement Agent shall have no authority to bind the Company. The Placement Agent shall act on a reasonable best efforts basis and does not guarantee that it will be until the completion of able to raise new capital in the Offering. The Placement Agent may at its sole discretion retain other brokers or dealers to act as sub-agents and/or co-placement agents on its behalf in connection with the Offering, the fees of which shall be entitled paid out of the Placement Fee. Prior to collect all fees under the earlier of (i) the date on which this Agreement earned through termination. In addition to is terminated and (ii) the foregoingClosing Date (as defined below), the Company hereby grants shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase any securities of the Company (other than pursuant to the exercise of options or warrants to purchase Ordinary Shares that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (d) The Company acknowledges and agrees that the exclusive right (such rightPlacement Agent shall act as an independent contractor, and not as a fiduciary, and any duties of the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, Placement Agent with respect to provide investment banking services to the Company on an exclusive basis Company, including the offering of the Shares contemplated hereby (including in all matters involving connection with determining the terms of the Offering), shall be contractual in nature, as expressly set forth herein, and shall be owed solely to the Company’s equity securities . Each party disclaims any intention to impose any fiduciary or similar duty on the other. Additionally, the Placement Agent has not advised, nor is advising, the Company or any other instruments that may at person as to any time legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be convertible intoresponsible for making its own independent investigation and appraisal of the transactions contemplated hereby, exchangeable for, and the Placement Agent shall have no responsibility or otherwise entitle liability to the holder thereof to receive, directly or indirectly, equity securities Company with respect thereto. Any review by the Placement Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions has been and will be performed solely for which investment banking services are sought by the benefit of the Placement Agent and has not been and shall not be on behalf of the Company or any other person. It is understood that the Placement Agent has not and will not be rendering an opinion to the Company as to the fairness of the terms of the Offering. Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Placement Agent may have financial interests in the success of the Offering contemplated hereby that are not limited to the Placement Fee. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Placement Agent with respect to any breach or alleged breach of fiduciary owed to the Company. (e) Payment of the purchase price for, and delivery of, the Shares shall be made at a closing (the “Future OfferingClosing”) at the offices of Zxxxxx Axxxxxx Gxxxx and Sxxxxxxx & Worcester LLP, counsel for the Placement Agent, located at 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 at 10:00 a.m., local time, on May 22, 2012, or such other date as the Placement Agent and the Company may agree in writing, but not later than on May 24, 2012 (such date of payment and delivery being herein called the “Closing Date”). In connection with All such actions taken at the Right of First RefusalClosing shall be deemed to have occurred simultaneously. No 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, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer sold by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets until such Shares shall have been delivered to another entity, any purchase or other transfer the Investors against payment therefor by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of Investors. If the Company with another entity. At any time during such period that shall default in its obligations to deliver the Company contemplates conducting a Future OfferingShares to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim or damage incurred by the Placement Agent arising from or as a result of such default by the Company. (f) On or before the Closing Date, each Investor shall pay by wire transfer of immediately available funds to an account specified by the Company an amount equal to the product of (x) the number of Shares such Investor has agreed to purchase and (y) the purchase price thereof as set forth on the cover page of the Prospectus (as defined below). On the Closing Date, the Company shall (i) deliver or cause to be delivered the Shares to the Investors, with such delivery to be made, if possible, through the facilities of The Depository Trust Company's DWAC system, and (ii) pay to the Placement Agent a written notice (A) the “Notice”Placement Fee, (B) stating its intention the Compensation Warrants and (C) the expense reimbursement to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to which the Placement Agent to manage the Future Offering is entitled pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, Section 4 hereof. (g) The Shares shall be registered in such names and in such denominations as the Placement Agent may, shall request by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), Notes with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the SecuritiesNotes, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Notes for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities the Notes and the Company shall have the sole right to accept offers to purchase Securities the Notes and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Notes shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee (the “Cash Fee”) equal to 7% of the gross proceeds received by the Company from the sale of the Securities Notes at the ClosingClosing of the Offering. (ii) For an aggregate purchase price of $50, such number of Common Stock purchase warrants (the “Placement Agent Warrants”) to the Placement Agent or its designees at each Closing to purchase a number of shares of Common Stock equal to 8% of the aggregate number of the shares of Common Stock underlying the Series A Preferred Stock issuable upon conversion of the Notes sold at such Closing. The Placement Agent Warrants shall be in a customary form reasonably acceptable to the Placement Agent and shall have an exercise price equal to $6.15, or 125% of the initial conversion price per share of the Series A Preferred Stock and an expiration date of five years from the date of the Closing at which they were issued. The Placement Agent Warrants shall not be transferable for a period of six months, other than to officers and employees of the Placement Agent. (iii) The Company also agrees to reimburse the Placement Agent’s expenses (with supporting invoices/receipts) Agent in an amount of up to a maximum $25,000 for all reasonable out-of-pocket expenses incurred by the Placement Agent in connection with the performance of $90,000its services hereunder, which reimbursement shall be payable immediately upon (but only in the event of) a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to Offering (the foregoing“Exclusive Term”); provided, however, that either the Company hereby grants to or the Placement Agent may terminate the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof, will survive any expiration or termination of the Placement Agent and its Affiliates and shall be subject to general market conditionsthis Agreement. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Placement Agency Agreement (this ”Agreement”), between the Placement Agent Company and you, Xxxxxxx Xxxxx & Company, L.L.C. shall be the Company’s exclusive placement agent (in such capacity, the “Placement Agent Agent”), on a reasonable best efforts basis, in connection with the offering issuance and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741) Investors in a proposed takedown under the Registration Statement (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”defined in Section 2(a)(i) hereof), with the terms of such offering (the “Offering”) Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” Investors (as defined below) such takedown shall be obligated referred to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely herein as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing DateOffering”). As compensation for services rendered, and provided that any of the Securities are sold to Investors in the Offering, on each the Closing DateDate of the offering (as defined in Section 1(c) hereof) and on the closing date of the purchase of the additional Shares and Warrants as set forth in the Subscription Agreements (as defined below), the Company shall pay to the Placement Agent an amount in the fees and expenses set forth below: (i) A cash fee aggregate equal to 7% of the gross proceeds received by the Company from the sale of the Securities at (the Closing. “Placement Fee”). The sale of the Securities shall be made pursuant to a Securities Purchase Agreement(s) in the form included as Exhibit A hereto (iieach, a “Subscription Agreement” and collectively, the “Subscription Agreements”) on the terms described on Exhibit B hereto. The Company also agrees shall have the sole right to reimburse accept offers to purchase the Securities and may reject any such offer in whole or in part. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent’s expenses Agent or any of their respective affiliates may, solely at their discretion and without any obligation to do so, purchase Securities as principal; provided, however, that any such purchases by the Placement Agent (or their respective affiliates) shall be fully disclosed to the Company and approved by the Company in accordance with supporting invoices/receipts) up to a maximum of $90,000, payable immediately upon a Closing of the Offeringprevious sentence. (b) In addition This Agreement shall not give rise to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned any commitment by the Placement Agent for serving as placement agent to the Company in the private placement purchase any of the Company’s securities pursuant to its securities purchase agreement dated October 26Securities, 2017 (the “October 2017 Placement”). The balance of the fees payable to and the Placement Agent pursuant shall have no authority to bind the October 2017 Placement, or $60,000, Company to accept offers to purchase the Securities. The Placement Agent shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement act on a reasonable best efforts basis and does not guarantee that it will be until the completion of able to raise new capital in the Offering. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering, the fees of which shall be entitled paid out of the Placement Fee. Prior to collect all fees under the earlier of (i) the date on which this Agreement earned through termination. In addition to is terminated and (ii) the foregoingClosing Date (as defined below), the Company hereby grants shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase Securities (other than pursuant to the grant of options or restricted stock awards under the Company’s equity compensation plans or the exercise of options or warrants to purchase shares of Common Stock that are outstanding at the date hereof) otherwise than through the Placement Agent in accordance herewith. (c) Payment of the purchase price for, and delivery of, the Securities shall be made at a closing (the “Closing”) as set forth in the Subscription Agreements or at such time on such other date as may be agreed upon in writing by the Placement Agent and the Company (such date of payment and delivery being herein called the “Closing Date”). All such actions taken at the Closing shall be deemed to have occurred simultaneously. No Shares and Warrants which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares and Warrants shall have been delivered to the Investor thereof against payment therefore by such Investor. If the Company shall default in its obligations to deliver the Shares and Warrants to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim or damage incurred by the Placement Agent arising from or as a result of such default by the Company. (d) On the Closing Date, (i) the Company shall deliver, or cause to be delivered, the Securities to the Investors, with the delivery of the Shares to be made, if possible, through (x) the facilities of The Depository Trust Company’s DWAC system or (y) delivery versus payment through The Depository Trust Company, or at the option of the Investors, through physical delivery of the Shares and the Warrants to be made by mail to the Investors to the addresses set forth on the applicable Subscription Agreement and (ii) the Investors will wire the purchase price for their respective Securities to the Company pursuant to the terms of the Subscription Agreements and the Company will wire the amounts owed to the Placement Agent the exclusive right as provided in this Agreement. (e) The Securities shall be registered in such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis names and in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting such denominations as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested shall request by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Registered Securities pursuant to the Company’s 's registration statement on Form S-1 S-3 (File No. 333-221741274665) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”)) and a concurrent private placement of the Common Warrants, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no basis guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 76.5% of the aggregate gross proceeds received by the Company from the sale of the Securities at the ClosingClosing of the Offering. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum an aggregate of $90,000, 50,000 payable immediately upon a the Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s 's exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right Offering (such right, the “Right of First RefusalExclusive Term”); provided, for however, that a party hereto may terminate the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(f)(2)(D), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent placement agent in connection with the offering and sale by the Company of the Securities Shares pursuant to the Company’s 's registration statement on Form S-1 S-3 (File No. 333-221741244362) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”)) and the Pre-Funded Warrants and Common Warrants sold pursuant to a private placement, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 77.0% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”). (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000, 100,000 payable immediately upon a the Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s 's exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right Offering (such right, the “Right of First RefusalExclusive Term”); provided, for however, that a party hereto may terminate the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(f)(2)(D), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent Agreement Xxxxx Xxxxxxx & Co shall be the Company’s exclusive placement agent (in such capacity, the “Placement Agent Agent”), acting on a reasonable best efforts basis, in connection with the offering issuance and sale by the Company of the Securities to the Investors in a proposed offering pursuant to the Company’s registration statement on Form S-1 (File No. 333-221741) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such the offering (the “Offering”) to be subject to market conditions and negotiations between among the Company, the Placement Agent and the prospective InvestorsInvestors (such offering shall be referred to herein as the “Offering”). As compensation for services rendered, and provided that any of the Securities are sold to the Investors in the Offering, on the Closing Date (as defined in Section 1(c) hereof) of the Offering, the Company shall pay to the Placement Agent an amount in the aggregate equal to 6.00% of the gross proceeds received by the Company from the sale of the Shares and the Warrants (the “Placement Fee”). The Placement Agent will act on a reasonable best efforts basis and not receive any fees in connection with the Company agrees and acknowledges that there is no guarantee exercise of the successful placement of the Securities, or any portion thereof, in the prospective OfferingWarrants. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any The sale of the Securities for its own account or otherwise provide any financingshall be made pursuant to the securities purchase agreement in the form included as Exhibit A hereto (the “Securities Purchase Agreement”) on the terms described on Exhibit B hereto. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer, offer in whole or in part. (b) This Agreement shall not give rise to any commitment by the Placement Agent to purchase any of the Securities, and the Placement Agent shall have no authority to bind the Company to accept offers to purchase the Securities. Subject The Placement Agent shall act on a reasonable best efforts basis and does not guarantee that it will be able to raise new capital in the Offering. Prior to the terms earlier of (i) the date on which this Agreement is terminated and conditions (ii) the Closing Date, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase Securities (other than pursuant to the exercise of options to purchase Common Stock or vesting of restricted stock units (“RSUs”) that are outstanding under existing equity incentive plans at the date hereof) otherwise than through the Placement Agent in accordance herewith. The Company acknowledges and agrees that the Placement Agent shall have no liability (in tort, payment contract or otherwise) to the Company, its affiliates or any other person for any losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) (each a “Loss” and, collectively, the “Losses”) arising from its own acts or omissions in performing its obligations as Placement Agent in connection with the Offering, except for any such Losses that are finally judicially determined to have resulted primarily from its bad faith, gross negligence or willful misconduct in performing its services hereunder. (c) Payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings a closing (each a the “Closing” ”) remotely at 10:00 A.M. New York City time on December 14, 2022, or at such time on such other date as may be agreed upon in writing by the Placement Agent and the Company (such date on which each Closing occurs, a of payment and delivery being herein called the “Closing Date”). As compensation for services renderedAll such actions taken at the Closing shall be deemed to have occurred simultaneously. No Shares and Warrants which the Company has agreed to sell pursuant to this Agreement and the Securities Purchase Agreement shall be deemed to have been purchased and paid for, on each Closing Dateor sold by the Company, until such Shares and Warrants shall have been delivered to the Investors against payment therefor by the Investors. If the Company shall default in its obligations to deliver the Shares and Warrants to the Investors whose offer it has accepted, the Company shall pay indemnify and hold the Placement Agent harmless against any loss, claim or damage incurred by the Placement Agent arising from or as a result of such default by the Company. (d) On the Closing and on each closing date of the purchase and sale of Warrant Shares, (i) the Company shall deliver, or cause to be delivered, the Securities to the Investors or their designee, and the Investors shall deliver, or cause to be delivered, the purchase price for the Securities to the Company pursuant to the terms of the Securities Purchase Agreement and (ii) the Company will wire the amounts owed to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 7% as provided in this Agreement. Delivery of the gross proceeds received Shares and Warrant Shares shall be made “delivery versus payment” through the facilities of The Depository Trust Company (“DTC”) unless the Placement Agent shall otherwise instruct. The Warrants shall be delivered to the Investors in definitive form, registered in such names and in such denominations as the Investors shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Company from Placement Agent on the sale of the Securities at business day prior to the Closing. (iie) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,000Securities shall be registered in such names and in such denominations as the Investors, payable immediately upon a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned unless otherwise instructed by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000Agent, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought request by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-1 S-3 (File No. 333-221741222535) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 7% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up to a maximum of $90,00055,000, payable immediately upon a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first ClosingClosing of this Offering, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoingFebruary 28, the Company hereby grants to the Placement Agent the exclusive right (such right, the “Right of First Refusal”), for the twelve (12) month period commencing on the date hereof, to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusal. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect to the applicable Future Offering. Any decision by the Placement Agent to act in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and its Affiliates and shall be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretion), the Company shall have the right to retain any other person or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent2018. (d) Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale by the Company of the Securities pursuant to the Company’s 's registration statement on Form S-1 (File No. 333-221741212384) (as amended or supplemented from time to time and including the exhibits thereto at any given time, the “Registration Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principalprincipal and the Placement Agent shall communicate to the Company each reasonable offer to purchase Securities received by it as agent of the Company. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities Shares and the Company shall have the sole right to accept offers to purchase Securities Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) A cash fee equal to 710% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”). (ii) The Company also agrees to reimburse Placement Agent’s expenses (with supporting invoices/receipts) up equal to a maximum of $90,00050,000, payable immediately upon a Closing of the Offering. (b) In addition to the foregoing fees and expenses, the Company acknowledges that at the first Closing, the Company shall pay the Placement Agent an additional $60,000, representing fees earned by the Placement Agent for serving as placement agent to the Company in the private placement of the Company’s securities pursuant to its securities purchase agreement dated October 26, 2017 (the “October 2017 Placement”). The balance of the fees payable to the Placement Agent pursuant to the October 2017 Placement, or $60,000, shall be payable upon the closing of the Company’s next public or private offering of securities, including, without limitation, any Future Offering (as defined below). (c) The term of the Placement Agent’s 's exclusive engagement will be until the completion of the Offering. The Placement Agent shall be entitled to collect all fees under this Agreement earned through termination. In addition to the foregoing, the Company hereby grants to the Placement Agent the exclusive right Offering (such right, the “Right of First RefusalExclusive Term”); provided, for however, that a party hereto may terminate the twelve (12) month period commencing on the date hereof, engagement with respect to provide investment banking services to the Company on an exclusive basis in all matters involving the Company’s equity securities or other instruments that may itself at any time be convertible into, exchangeable for, or otherwise entitle the holder thereof to receive, directly or indirectly, equity securities of the Company, for which investment banking services are sought by the Company (a “Future Offering”). In connection with the Right of First Refusal, investment banking services shall include, without limitation, (i) acting as lead, book-running manager for any underwritten public offering; (ii) acting as exclusive placement agent or financial advisor in connection with any private offering of securities of the Company; and (iii) acting as financial advisor in connection with any sale or other transfer by the Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company, and any merger or consolidation of the Company with another entity. At any time during such period that the Company contemplates conducting a Future Offering, the Company shall deliver to the Placement Agent a written notice (the “Notice”) stating its intention to conduct the Future Offering, the material terms and conditions thereof, including the amount to be raised and the type of security to be issued and the compensation requested by the competing broker-dealer firm if any, and an offer to the Placement Agent to manage the Future Offering pursuant to this Right of First Refusal. At any time within 30 upon 10 days after receipt of the Notice, the Placement Agent may, by giving written notice to the Company, elect to exercise this Right of First Refusalother parties. The failure of the Placement Agent to exercise this Right of First Refusal within such 30 day period will be deemed a rejection of the offer solely with respect Notwithstanding anything to the applicable Future Offering. Any decision by contrary contained herein, the Placement Agent to act in any such capacity shall be provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in separate agreements, which agreements would contain, among other matters, the indemnification provisions for customary fees for transactions will survive any expiration or termination of similar size and nature, as may be mutually agreed uponthis Agreement, and indemnification of the Placement Agent Company’s obligation to pay fees actually earned and its Affiliates payable and shall to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be subject to general market conditions. If the Placement Agent declines to exercise the Right of First Refusal (which it may do in its sole and absolute discretionreimbursed under FINRA Rule 5110(f)(2)(D), the Company shall have the right to retain will survive any other person expiration or persons to provide such services on terms and conditions which are not materially more favorable to such other person or persons than the terms declined by the Placement Agent. (d) termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).