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-3 (File No. 333-2220236) (the “Registration Statement”) (such offering, the “Offering”) to be subject to market conditions and negotiations between the 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 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 Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). 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 8% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”) (reduced to (a) 2.5% with respect to Invesco (as per the Investment Banking Agreement (as defined below)) and (b) 0% with respect to the investors listed on Exhibit B and Exhibit C to the Investment Banking Agreement. (ii) a management fee equal to 1% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (iii) a warrant to purchase of a number of the Shares equal to 4% of the number of the Shares issued in the Offering, at an initial exercise price of 125% of the per Share price in the Offering, and with such other terms as described in the Investment Banking Agreement. (iv) The Company also agrees to reimburse Ladenburg’s expenses up to $30,000 without the Company’s consent (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) a Closing of the Offering. (b) The term of the Placement Agent’s exclusive engagement will be as provided in Section 2 of that certain Investment Banking Agreement dated March 18, 2019 between the Company and the Placement Agent (the “Investment Banking Agreement”). Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof, will survive any expiration or 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) “Person” 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 Company, has agreed to the Company’s registration statement on Form S-3 (File No. 333-2220236) (the “Registration Statement”) (such offering, the “Offering”) to be subject to market conditions and negotiations between the Company and the prospective Investors. The Placement Agent will act on a 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 Shares 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 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 Shares and Offered Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase Shares the 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 80% 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: Placement Agent, an amount equal to (i) a cash fee equal to 80.6% of the gross proceeds received by the Company from the sale of the Offered Securities at the closing of the Offering (the “ClosingPlacement Fee”) (reduced to (a) 2.5% with respect to Invesco (as per on the Investment Banking Agreement (as defined below)) and (b) 0% with respect to the investors listed on Exhibit B and Exhibit C to the Investment Banking Agreement. Closing Date plus (ii) a management fee equal to 170% of the gross proceeds received by the Company from the sale fees and expenses of the Securities at the Closing. (iii) a warrant legal counsel to purchase of a number of the Shares equal to 4% of the number of the Shares issued in the Offering, at an initial exercise price of 125% of the per Share price in the Offering, and with such other terms as described in the Investment Banking Agreement. (iv) The Company also agrees to reimburse Ladenburg’s expenses up to $30,000 without the Company’s consent (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) a Closing of the Offering. (b) The term of the Placement Agent’s exclusive engagement will be as provided in Section 2 of that certain Investment Banking Agreement dated March 18, 2019 between the Company and the Placement Agent (provided that the “Investment Banking Agreement”amount paid by the Company pursuant to clause (ii) shall not exceed $280,000). Notwithstanding anything Such amounts shall be deducted from the payment made by the Investors to the contrary contained herein, Company and paid directly to the provisions concerning confidentiality, indemnification and contribution contained herein and Placement Agent on the Company’s obligations contained Closing Date. The Placement Agent shall not receive any compensation in connection with any conversion of the indemnification provisions will survive any expiration Offered Securities into the Underlying Shares or termination of this Agreement, and otherwise. (f) No Offered Securities which the Company’s obligation Company has agreed to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable sell pursuant to Section 1 hereof, will survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed deemed to limit have been purchased and paid for, or sold by the ability Company, until such Offered Securities shall have been delivered to the applicable Investor against payment therefor by such Investor; provided, that Offered Securities shall be deemed to have been delivered to an Investor upon the delivery by the Company to the Trustee of an instruction to deposit such Offered Securities in the account of such Investor. If the Company shall default in its obligations to deliver the Offered Securities to an Investor whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or its Affiliates to pursue, investigate, analyze, invest in, expense arising from or engage as a result of such default by the Company in investment banking, financial advisory or any other business relationship accordance with Persons (as defined below) other than the Company. As used herein (i) “Person” 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 procedures set forth in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)Section 9 hereof.

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: (a) The Company hereby authorizes the Placement Agent to act as its sole agent to solicit offers for the purchase of all or part of the Shares from the Company in connection with the proposed offering of the Units (the “Offering”). Until the Closing Date (as defined in Section 3 hereof), the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase Units, Common Stock or Warrants otherwise than through the Placement Agent. (b) The Company hereby acknowledges that the Placement Agent has agreed, as agent of the Company, to use its commercially reasonable best efforts to solicit offers to purchase the Units from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Placement Agent shall use commercially reasonable best efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Units has been solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the exclusive placement agent in connection with the offering and sale by identity of any potential purchaser or have any liability to the Company of the Securities pursuant to the Company’s registration statement on Form S-3 (File No. 333-2220236) (the “Registration Statement”) (such offering, the “Offering”) to be subject to market conditions and negotiations between the 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 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 Shares Units, Common Stock or Warrants for its own account or otherwise provide any financing. The and, in soliciting purchases of Units, the Placement Agent shall act solely as the Company’s agent and not as principal. Notwithstanding the foregoing and except as otherwise provided in Section 2(c), it is understood and agreed that the Placement Agent (or its affiliates) may, solely at its discretion and without any obligation to do so, purchase Units as principal. (c) Subject to the provisions of this Section 1, offers for the purchase of Units may be solicited by the Placement Agent as agent for the Company at such times and in such amounts as the 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 Shares and Units received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase Shares the Units and may reject any such offer, in whole or in part. Subject The Placement Agent shall have the right, in its discretion reasonably exercised, without notice to the terms Company, to reject any offer to purchase Units received by it, in whole or in part, and conditions hereof, payment any such rejection shall not be deemed a breach of its agreement contained herein. (d) The Units are being sold to the Purchasers at a price of $3.50 per Unit. The purchases of the purchase price for, and delivery of, Units by the Securities Purchasers shall be made at one or more closings (evidenced by the execution of Subscription Agreements by each a “Closing” of the Purchasers and the date on which each Closing occurs, a “Closing Date”). Company. (e) As compensation for services rendered, on each the Closing DateDate (as defined in Section 3 hereof), the Company shall pay to the Placement Agent the fees and expenses set forth below: (i) a cash fee cause an aggregate amount equal to 8% seven and one half percent (7.5%) of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering Units on such Closing Date (the “ClosingPlacement Fee”) (reduced to (a) 2.5% with respect to Invesco (as per the Investment Banking Agreement (as defined below)) and (b) 0% with respect be paid to the investors listed Placement Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent on Exhibit B and Exhibit C to the Investment Banking Agreementsuch Closing Date. (iif) No Units which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Units shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver the Units to a management fee equal to 1% Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a result of the gross proceeds received such default by the Company from in accordance with the sale of the Securities at the Closing. (iii) a warrant to purchase of a number of the Shares equal to 4% of the number of the Shares issued in the Offering, at an initial exercise price of 125% of the per Share price in the Offering, and with such other terms as described in the Investment Banking Agreement. (iv) The Company also agrees to reimburse Ladenburg’s expenses up to $30,000 without the Company’s consent (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) a Closing of the Offering. (b) The term of the Placement Agent’s exclusive engagement will be as provided procedures set forth in Section 2 of that certain Investment Banking Agreement dated March 18, 2019 between the Company and the Placement Agent (the “Investment Banking Agreement”). Notwithstanding anything to the contrary contained 7(c) 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, will survive any expiration or 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) “Person” 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, representations and warranties and agreements of the Company herein contained, and subject to all the terms and conditions of set forth in this Agreement, the Company engages the Placement Agent shall be to act as the exclusive placement agent agent, on a best efforts basis, in connection with the offering offer and sale by the Company of the Securities pursuant Shares to the Company’s registration statement on Form S-3 (File No. 333-2220236) (the “Registration Statement”) (such offering, the “Offering”) to be subject to market conditions and negotiations between the 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 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 Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, at the time of purchase (as defined below) the Company shall pay to the Placement Agent Agent, by Federal Funds wire transfer to an account or accounts designated by the fees and expenses set forth below: (i) a cash fee Placement Agent, an aggregate amount equal to 86.0% of the gross proceeds received by the Company from the sale of the Securities Shares at the closing time of purchase. The Shares are being sold at a price of $3.750 per share of Common Stock. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the offering and sale of the Offering (Shares; provided that the “Closing”) (reduced Company will only be obligated to (a) 2.5% pay the Placement Agent for services rendered hereunder. The Placement Agent agrees that the foregoing compensation, together with respect to Invesco (as per the Investment Banking Agreement (as defined below)) and (b) 0% with respect to the investors listed on Exhibit B and Exhibit C to the Investment Banking Agreement. (ii) a management fee equal to 1% any expense reimbursement payable hereunder, constitutes all of the gross proceeds compensation that the Placement Agent shall be entitled to receive in connection with the offering contemplated hereby; such compensation shall supersede, in all respects, any and all prior agreements or understandings relating to compensation to be received by the Company Placement Agent from the sale of Company in connection with the Securities at the Closing. (iii) a warrant to purchase of a number of the Shares equal to 4% of the number of the Shares issued in the Offering, at an initial exercise price of 125% of the per Share price in the Offering, and with such other terms as described in the Investment Banking Agreement. (iv) The Company also agrees to reimburse Ladenburg’s expenses up to $30,000 without the Company’s consent (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) a Closing of the Offeringoffering contemplated hereby. (b) The term This Agreement shall not give rise to any commitment by the Placement Agent or any of its affiliates to underwrite or purchase any of the Placement Agent’s exclusive engagement will be as provided in Section 2 of that certain Investment Banking Agreement dated March 18Shares, 2019 between the Company and the Placement Agent (shall have no authority to bind the “Investment Banking Agreement”)Company in respect of the sale of any Shares. Notwithstanding anything The Placement Agent shall communicate, orally or in writing, to the contrary contained herein, Company each reasonable offer or indication of interest received by it to purchase Shares. The Company shall have the provisions concerning confidentiality, indemnification sole right to accept offers to purchase the Shares and contribution contained herein and may reject any such offer in whole or in part. (c) The Placement Agent shall make commercially reasonable efforts to assist the Company’s obligations contained Company in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation obtaining performance by each Investor whose offer 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 this Agreement. Nothing in this Agreement shall be construed to limit the ability of purchase Shares has been solicited by 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 and accepted by the Company. As used herein (i) “Person” 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 but the Placement Agent shall not be obligated to disclose the identity of any kind and (ii) “Affiliate” means potential Investor or have any Person that, directly or indirectly through one or more intermediaries, controls or liability to the Company in the event any such purchase 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”)not consummated for any reason.

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, 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 from time to time pursuant to the Company’s 's registration statement on Form S-3 (Commission File No. 333-2220236) 163648), with the terms of such offering (the “Registration Statement”) (such offering, the “Offering”) to be subject to market conditions and negotiations between the Company and the prospective Investors. The Placement Agent will act on a commercially 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 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 Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Shares shall be made at one or more closings (each 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 86% of the gross proceeds received by the Company from the sale of the Securities Shares at the closing of the Offering (the “Closing”) (reduced to (a) 2.5% with respect to Invesco (as per the Investment Banking Agreement (as defined below)) and (b) 0% with respect to the investors listed on Exhibit B and Exhibit C to the Investment Banking Agreement. (ii) a management fee equal Subject to 1% of compliance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(f)(2)(D), the gross proceeds received by the Company from the sale of the Securities at the Closing. (iii) a warrant to purchase of a number of the Shares equal to 4% of the number of the Shares issued in the Offering, at an initial exercise price of 125% of the per Share price in the Offering, and with such other terms as described in the Investment Banking Agreement. (iv) The Company also agrees to reimburse Ladenburg’s actual expenses up of legal counsel in amount not to exceed $30,000 without the Company’s consent 50,000 (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) a Closing of the Offering. (b) The term of the Placement Agent’s 's exclusive engagement will be as provided in Section 2 until the earlier of (i) 3 months from the date hereof or (ii) completion of the Offering; provided, however, that certain Investment Banking Agreement dated March 18, 2019 between a party hereto may terminate the Company and engagement with respect to itself at any time upon 10 days written notice to the Placement Agent (the “Investment Banking Agreement”)other party. 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 hereofhereof and which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D), will survive any expiration or termination of this Agreement; provided, however, that the Company shall not be required to reimburse Ladenburg’s fees and expenses of legal counsel in the event Ladenburg terminates the engagement without cause. For purposes of the preceding sentence, the term “cause” shall mean (I) a material breach of this Agreement by the Company and (II) the determination, in Ladenburg’s reasonable discretion, that Ladenburg is unable to successfully place all of the Shares after it has exercised commercially reasonable best efforts to do so. 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) “Person” 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 kind, (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”)) and (iii) “Subsidiary” has the meaning set forth in Rule 405 under 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 set forth in this Agreement, : A. The Company hereby authorizes the Placement Agent shall be the to act as its exclusive placement agent in connection with the offering issuance and sale by of the Company of the Securities pursuant to the Company’s registration statement on Form S-3 Units (File No. 333-2220236) (the “Registration Statement”) (such offering, the “Offering”) to be the Investors, and the Placement Agent hereby agrees, as agent of the Company, to use its best efforts to solicit offers to purchase the Units from the Company on the terms and subject to market the conditions and negotiations between set forth in the Company and the prospective InvestorsProspectus Documents (as defined below). The Placement Agent will act on a reasonable shall use best efforts basis and to assist the Company agrees in obtaining performance by each Investor whose offer to purchase Units has been solicited by the Placement Agent and acknowledges that there is no guarantee of accepted by the successful placement of Company, but the SecuritiesPlacement Agent shall not, or except as otherwise provided in this Agreement, have any portion thereof, liability to the Company 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) affiliates be obligated to underwrite or purchase any of the Shares or Warrants 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 communicate to the Company, orally or in writing, each reasonable offer to purchase Units received by it as an agent of the Company. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Shares Units and the Company shall have the sole right to accept offers to purchase Shares Units and may reject any such offer, in whole or in part. Subject Notwithstanding the foregoing, the Placement Agent (or its affiliates) may, solely at its discretion and without any obligations, purchase Units as principal. The Placement Agent is hereby authorized to engage, at its option, the services of sub-placement agents and/or selected dealers to assist it in soliciting subscribers and to remit to such sub-placement agents or selected dealers the commissions payable to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities Placement Agent hereunder as they shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). determine. B. As compensation for services rendered, on each the Closing Date, the Company shall pay or cause to be paid 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 aggregate amount equal to 8% seven percent (7.0%) of the gross proceeds received by the Company from the its sale of the Securities at Units on such Closing Date. In addition, on the closing of Closing Date the Offering Company shall issue to the Placement Agent warrants (the “ClosingPlacement Agent Warrants”) (reduced to (a) 2.5% with respect to Invesco (as per the Investment Banking Agreement (as defined below)) and (b) 0% with respect purchase an aggregate number of shares of Common Stock equal to the investors listed on Exhibit B and Exhibit C to lesser of (i) seven percent (7.0%) of the Investment Banking Agreement. Shares sold in the Offering or (ii) a management fee equal to 1% of the gross proceeds received maximum amount permitted by the Company from Financial Industry Regulatory Authority, Inc. (“FINRA”). The Placement Agent Warrants shall have the sale of same terms as the Securities at the Closing. (iii) a warrant to purchase of a number of the Shares equal to 4% of the number of the Shares issued other Warrants sold in the Offering, at an initial exercise price of 125% of the per Share price in the Offering, and with such other terms as described in the Investment Banking Agreement. (iv) The Company also agrees to reimburse Ladenburg’s expenses up to $30,000 without the Company’s consent (provided, however, except that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) a Closing of the Offering. (b) The term of the Placement Agent’s exclusive engagement will be as provided in Section 2 of that certain Investment Banking Agreement dated March 18, 2019 between the Company and the Placement Agent (the “Investment Banking Agreement”)Warrants shall also have cashless exercise feature. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained The Placement Agent Warrants are included in the indemnification provisions will survive any expiration or termination of this Agreementterm “Warrants” as used herein, 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, will survive any expiration or termination number of this Agreement. Nothing in this Agreement shall be construed to limit the ability shares of Common Stock issuable upon exercise of the Placement Agent or its Affiliates Warrants is included in the term “Warrant Shares” as used herein. C. The Units are being sold 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) “Person” 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 Investors at a price 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”).$0.80

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-3 (File No. 333-2220236269183) (the “Registration Statement”) with the terms of such offering (such offering, the “Offering”) to be subject to market conditions and negotiations between the Company 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 Shares 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 Shares Securities and the Company shall have the sole right to accept offers to purchase Shares 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 belowfollowing: (i) a cash fee equal to eight percent (8% %) of the aggregate gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “ClosingCash Fee”) (reduced to (a) 2.5% with respect to Invesco (as per the Investment Banking Agreement (as defined below)) and (b) 0% with respect to the investors listed on Exhibit B and Exhibit C to the Investment Banking Agreement.; and (ii) a management fee equal to 1% reimbursement of the gross proceeds received by Placement Agent’s all reasonable travel and other out-of-pocket expenses, including the Company from the sale of the Securities at the Closing. (iii) a warrant to purchase of a number of the Shares equal to 4% of the number of the Shares issued in the Offeringreasonable fees, at an initial exercise price of 125% of the per Share price in the Offeringcosts, and with such other terms as described disbursements of its legal counsel, in the Investment Banking Agreement. (iv) The Company also agrees an amount not to reimburse Ladenburg’s expenses up to exceed an aggregate of $30,000 without the Company’s consent (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) a Closing of the Offering50,000. (b) The term of the Placement Agent’s exclusive engagement will be as provided in Section 2 shall begin on the date hereof and continue until the earlier of that certain Investment Banking Agreement dated March 18(i) the Closing Date (the “Exclusive Term”), 2019 between and (ii) the Company and date the Placement Agent or the Company terminates the engagement according to the terms of the next sentence (such date, the “Investment Banking AgreementTermination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). Notwithstanding anything The engagement may be terminated at any time by either party hereto upon seven (7) days written notice to the contrary contained hereinother party, effective upon receipt of written notice to that effect by the other party. Unless otherwise provided under this Agreement, the provisions concerning confidentialitythe Company’s obligation to pay any fees actually earned pursuant to Section 1(a) hereof and to pay or reimburse the Placement Agent for any expenses incurred in accordance with Section 6 hereof, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions, and the provisions concerning indemnification and contribution contained herein will survive any expiration or termination of this AgreementAgreement for any reason. All fees and expense payments or reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees and expenses are earned or owed as of the Termination Date). Furthermore, the Company agrees that during the Placement Agent’s engagement hereunder, all inquiries from prospective U.S. Investors with respect to the Offering will be referred to the Placement Agent. Additionally, except as set forth hereunder or otherwise disclosed to the Placement Agent in writing, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to the Offering. The services provided by the Placement Agent hereunder are solely for the benefit of the Company and are not intended to confer any rights upon any persons or entities not a party hereto (including, without limitation, security holders, employees or creditors of the 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 this Agreement. Nothing in this Agreement shall be construed to limit the ability of ) as against the Placement Agent or its Affiliates to pursuedirectors, investigateofficers, 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) “Person” 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 agents 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”)employees.

Agreement to Act as Placement Agent. (a) On the basis of the representations, representations and warranties and agreements of the Company herein contained, set forth in Section 4 hereof and subject to all the terms and conditions of set forth in this Agreement, the Company hereby engages the Placement Agent shall be to act as the exclusive placement agent agent, on a reasonable efforts basis, in connection with the offering offer and sale by the Company of the Securities pursuant Shares to the Company’s registration statement on Form S-3 (File No. 333-2220236) (the “Registration Statement”) (such offering, the “Offering”) to be subject to market conditions and negotiations between the 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 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 Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, at the time of purchase (as defined in Section 2 hereof) the Company shall pay to the Placement Agent Agent, by Federal Funds wire transfer to an account or accounts designated by the fees and expenses set forth below: (i) a cash fee Placement Agent, an amount equal to 84.5% of the gross proceeds received by the Company from the sale of the Securities Shares at the closing time of the Offering (the “Closing”) (reduced to (a) 2.5% with respect to Invesco (as purchase. The Shares are being sold at a price of $47.00 per the Investment Banking Agreement (as defined below)) and share of Common Stock. (b) 0% with respect to In soliciting purchases of Shares, the investors listed on Exhibit B and Exhibit C to the Investment Banking Agreement. (ii) a management fee equal to 1% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (iii) a warrant to purchase of a number of the Shares equal to 4% of the number of the Shares issued in the OfferingPlacement Agent shall act solely, at an initial exercise price of 125% of the per Share price in the Offering, and with such other terms as described in the Investment Banking Agreement. (iv) The Company also agrees to reimburse Ladenburg’s expenses up to $30,000 without the Company’s consent (agent and not as principal, and this Agreement shall not give rise to any commitment by the Placement Agent or any of its affiliates to underwrite or purchase any of the Shares. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent or its affiliates may, solely at their discretion and without any obligation to do so, purchase Shares as principals; provided, however, that any such expense cap in no way limits purchases by the Placement Agent or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement its affiliates shall be payable immediately upon (but only fully disclosed to the Company, including the identity of such Investors, and accepted by the Company in the event of) a Closing of the Offeringaccordance with Section 1(c). (bc) The term Offers for the purchase of the Placement Agent’s exclusive engagement will Shares may be as provided in Section 2 of that certain Investment Banking Agreement dated March 18, 2019 between the Company and solicited by the Placement Agent (at such times and in such amounts as the “Investment Banking Agreement”)Placement Agent deems advisable. Notwithstanding anything The Placement Agent may also retain other brokers or dealers to act as sub-agents on its behalf in connection with the contrary contained herein, offering and sale of the provisions concerning confidentiality, indemnification and contribution contained herein and Shares. Until the Company’s obligations contained in earlier of the indemnification provisions will survive any expiration time of purchase or the 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 hereofCompany shall not, will survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to limit without the ability prior written consent of the Placement Agent Agent, solicit or its Affiliates accept offers to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) purchase Shares other than through the Placement Agent. The Placement Agent shall have no authority to bind the Company in respect of the sale of any Shares. The Placement Agent shall communicate, orally or in writing, to the Company each reasonable offer or indication of interest received by it to purchase Shares. The Company shall have the sole right to accept offers to purchase the Shares and may reject any such offer in whole or in part. The Placement Agent shall make commercially reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase Shares has been solicited by the Placement Agent and accepted by the Company. As used herein (i) “Person” 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 but the Placement Agent shall not be obligated to disclose the identity of any kind potential Investor or have any liability to the Company in the event any such purchase is not consummated for any reason. If the Company shall default in its obligation to deliver Shares to an Investor whose offer it has accepted, the Company shall indemnify and (ii) “Affiliate” means hold harmless the Placement Agent against any Person thatloss, directly claim, damage or indirectly through one expense arising from or more intermediaries, controls or is controlled as a result of such default 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”)Company.

Agreement to Act as Placement Agent. (a) On Upon the basis of the representations, representations and warranties and agreements of the Company herein contained, and subject to all the terms and conditions of set forth in this AgreementAgreement and in the letter agreement dated October 10, 2006 between the Company and the Placement Agent shall be (the exclusive “Engagement Letter”), the Company engages the Placement Agent to act as its lead placement agent in the United States, on a best efforts basis, in connection with the offer and sale by the Company of Shares in the United States to the Investors. As compensation for services rendered, at the Closing Time (as defined below) the Company shall pay to the Placement Agent, by Federal Funds wire transfer to an account or accounts designated by the Placement Agent, an amount equal to (A) 6% of gross proceeds on sales to Investors in the United States other than those listed on Schedule C hereto, plus (B) 5% of gross proceeds on sales to Investors listed on Schedule C hereto. The Shares are being sold at a price of $2.09 per share. The Placement Agent may retain other brokers or dealers to act as subagents on its behalf in connection with the offering and sale by of the Shares; provided that the Company will only be obligated to pay the Placement Agent for services rendered hereunder. The provisions of this Section 1 supersede the provisions of Section 3 of the Securities pursuant to Engagement Letter, the Company’s registration statement on Form S-3 (File No. 333-2220236) (the “Registration Statement”) (such offering, the “Offering”) to be subject to market conditions and negotiations between the 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 's obligations under Section 3 of the successful placement Engagement Letter are hereby terminated, and Section 3 of the Securities, Engagement Letter shall be of no further force or effect. This Agreement shall not give rise to any portion thereof, in the prospective Offering. Under no circumstances will commitment by the Placement Agent or any of its “Affiliates” (as defined below) be obligated affiliates to underwrite or purchase any of the Shares 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 Shares. The sale of the Shares shall be made pursuant to purchase Shares agreements between the Company and each Investor in the form included as Exhibit A hereto (the “Purchase Agreements”). The Placement Agent shall communicate to the Company each reasonable offer or indication of interest received by it to purchase Shares. The Company shall have the sole right to accept offers to purchase the Shares 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 8% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”) (reduced to (a) 2.5% with respect to Invesco (as per the Investment Banking Agreement (as defined below)) and (b) 0% with respect to the investors listed on Exhibit B and Exhibit C to the Investment Banking Agreementpart in its sole discretion. (ii) a management fee equal to 1% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (iii) a warrant to purchase of a number of the Shares equal to 4% of the number of the Shares issued in the Offering, at an initial exercise price of 125% of the per Share price in the Offering, and with such other terms as described in the Investment Banking Agreement. (iv) The Company also agrees to reimburse Ladenburg’s expenses up to $30,000 without the Company’s consent (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) a Closing of the Offering. (b) The term of the Placement Agent’s exclusive engagement will be as provided in Section 2 of that certain Investment Banking Agreement dated March 18, 2019 between the Company and the Placement Agent (the “Investment Banking Agreement”). Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof, will survive any expiration or 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) “Person” 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 the exclusive placement agent in connection with the offering issuance and sale by the Company of the Securities pursuant to the Company’s registration statement on Form S-3 (File No. 333-2220236) (the “Registration Statement”) (such offering, the “Offering”) to be subject to market conditions and negotiations between the 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 hereby agrees, as an agent of the Company, to use its “Affiliates” commercially reasonable efforts to solicit offers to purchase the Securities 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 for the transactions contemplated by the Transaction Documents (as defined below) be obligated to underwrite or purchase any of (the 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 Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing Date”), the 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 Securities, the Placement Agent shall only communicate information regarding the Company to potential purchasers of the Securities that is consistent with the information contained in the Registration Statement, any Issuer Free Writing Prospectus issued at or prior to the date of this Agreement and in the Prospectus (each as defined below). (b) As compensation for the services renderedrendered hereunder, on each the Closing DateDate (as defined below), 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 86% of the aggregate gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “ClosingFee”) (reduced ). The Placement Agent may, in its discretion, retain other brokers or dealers to (a) 2.5% act as sub-agents on the Placement Agent’s behalf in connection with the offering of the Securities, provided that the Company shall not be obligated to pay any additional amounts to the Placement Agent or any such sub-agent with respect to Invesco (as per the Investment Banking Agreement (as defined below)) and (b) 0% with respect to the investors listed on Exhibit B and Exhibit C to the Investment Banking Agreementthereto. (iic) This Agreement shall not give rise to a management fee equal commitment by the Placement Agent or any of its Affiliates to 1% underwrite or purchase any of the gross proceeds Securities or otherwise provide any financing, and the Placement Agent shall not have the authority to bind the Company in respect of the sale 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 have the right, in its discretion reasonably exercised after consultation with the Company, to reject any offer to purchase Securities received by the Company from the it, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. The sale of the Securities at the Closing. (iii) a warrant to purchase of a number of the Shares equal to 4% of the number of the Shares issued in the Offering, at an initial exercise price of 125% of the per Share price in the Offering, and with such other terms as described in the Investment Banking Agreement. (iv) The Company also agrees to reimburse Ladenburg’s expenses up to $30,000 without the Company’s consent (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only made pursuant to a subscription agreement in substantially the event of) a Closing of the Offering. (b) The term of the Placement Agent’s exclusive engagement will be form attached hereto as provided in Section 2 of that certain Investment Banking Agreement dated March 18, 2019 between the Company and the Placement Agent Exhibit A (the “Investment Banking Purchase Agreement” and, together with this Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder, the “Transaction Documents”). Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification As used in this paragraph and contribution contained herein and the Company’s obligations contained elsewhere 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, will survive any expiration or 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) “Person” 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 (as defined below) that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person Person, as such terms are used in and construed under Rule 405 144 promulgated 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 the to act as its exclusive placement agent in connection with the offering 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. (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 5.8% of the aggregate gross proceeds received by the Company from the sale of the Securities pursuant to the Company’s registration statement on Form S-3 (File No. 333-2220236) Shares (the “Registration StatementFee”) (such offering, the “Offering”) to be subject to market conditions and negotiations between the Company and the prospective Investors). The Placement Agent will may, in its discretion, retain other brokers or dealers to act as sub-agents on a reasonable best efforts basis and the Placement Agent’s behalf in connection with the offering of the Shares, provided that the Company agrees and acknowledges that there is no guarantee of shall not be obligated to pay any additional amounts to the successful placement of the Securities, Placement Agent 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 Shares 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 Shares and the Shares. The Company shall have the sole right to accept offers to purchase 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, without notice to the Company, to reject any offer to purchase Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. 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 pursuant to one or more closings (each a “Closing” and purchase agreements in substantially 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 8% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering form attached hereto as Exhibit A (the “Closing”) (reduced to (a) 2.5% with respect to Invesco (as per the Investment Banking Agreement (as defined below)) and (b) 0% with respect to the investors listed on Exhibit B and Exhibit C to the Investment Banking Agreement. (ii) a management fee equal to 1% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (iii) a warrant to purchase of a number of the Shares equal to 4% of the number of the Shares issued in the Offering, at an initial exercise price of 125% of the per Share price in the Offering, and with such other terms as described in the Investment Banking Agreement. (iv) The Company also agrees to reimburse Ladenburg’s expenses up to $30,000 without the Company’s consent (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) a Closing of the Offering. (b) The term of the Placement Agent’s exclusive engagement will be as provided in Section 2 of that certain Investment Banking Agreement dated March 18, 2019 between the Company and the Placement Agent (the “Investment Banking Agreement”). Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof, will survive any expiration or 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) “Person” 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 AgreementAgreement between the Company and the Placement Agent, the Placement Agent shall be the Company’s exclusive 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-3 Investors in a proposed offering of the Securities (File No. 333-2220236) (the “Registration Statement”) (such offering, the “Offering”) under the Registration Statement (as defined below), with the terms of the Offering to be subject to market conditions and negotiations between the Company 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) during the term of this Agreement and during the Tail Period (as defined below), the Company shall pay to 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, and (B) a non-accountable expense reimbursement equal to one percent (1%) of the gross proceeds received by the Company from the sale of the Securities. Notwithstanding the foregoing, the Placement Agent shall not be obligated entitled to underwrite receive any fee or purchase commission on any cash received by the Company upon exercise of any of the Shares for its own account or otherwise provide any financingWarrants issued in the Offering. (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. The Placement Agent shall act solely as All Investors in the Company’s agent and not as principal. The Placement Agent shall have no authority Offering will be entitled to bind the Company receive identical terms with respect to any prospective offer to purchase Shares 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 Shares 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 and expenses set forth below: (i) a cash fee equal to 8% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”) (reduced to (a) 2.5% with respect to Invesco (as per the Investment Banking Agreement (as defined below)) Placement Fee and (bB) 0% with respect any additional expense reimbursement to which the investors listed on Exhibit B and Exhibit C Placement Agent is entitled pursuant to the Investment Banking AgreementSection 4 hereof. (ii) a management fee equal to 1% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (iii) a warrant to purchase of a number of the Shares equal to 4% of the number of the Shares issued in the Offering, at an initial exercise price of 125% of the per Share price in the Offering, and with such other terms as described in the Investment Banking Agreement. (ivg) The Company also agrees to reimburse Ladenburg’s expenses up to $30,000 without the Company’s consent (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement Securities shall be payable immediately upon (but only registered in the event of) a Closing of the Offering. (b) The term of the Placement Agent’s exclusive engagement will be such names and in such denominations as provided in Section 2 of that certain Investment Banking Agreement dated March 18, 2019 between the Company and the Placement Agent (the “Investment Banking Agreement”). Notwithstanding anything shall request by written notice 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, will survive any expiration or 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) “Person” 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 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-3 investors in a proposed offering of the Shares (File No. 333-2220236) (the “Registration Statement”) (such offering, the “Offering”) under the Registration Statement (as defined below), with the terms of the Offering to be subject to market conditions and negotiations between the Company 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 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 Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs, a “Closing 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 87% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”) (reduced to (a) 2.5% with respect to Invesco (as per the Investment Banking Agreement (as defined below)) and (b) 0% with respect to the investors listed on Exhibit B and Exhibit C to the Investment Banking Agreement. (ii) Shares plus a management fee non-accountable expense allowance equal to 1% of the gross proceeds received by the Company from the sale of the Securities at Shares as further described under section 4 of this Agreement. In addition, the Closing. (iii) a warrant Placement Agent shall receive compensation warrants to purchase shares of a number Common Stock equal to 3% of the Shares sold to the Investors in the Offering (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, from the date that is one year (the “Exercise Date”) immediately following the date of effectiveness or commencement of sales of the public offering (such date of effectiveness or commencement of sales of the public offering, the “Commencement Date”), and at or before the date that is four years from the Commencement Date, at a price per share equal to 4% of the number of the Shares issued in the Offering, at an initial exercise price of $0.40 (125% of the Offering price per Share price in the Offering, and with such other terms as described in the Investment Banking Agreement. (iv) The Company also agrees to reimburse Ladenburg’s expenses up to $30,000 without the Company’s consent (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall In no case will the Compensation Warrants be payable immediately upon (but only in exercisable more than four years from the event of) a Closing of the OfferingCommencement Date. (b) The term 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 Offering. The Company shall have the sole right to accept offers to purchase the Shares and may reject any such offer in whole or in part. Notwithstanding the foregoing, it is understood and agreed that the Placement Agent or any of its affiliates may, 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 (or its affiliates) shall be fully disclosed to 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 Shares, 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 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 out of the Placement Fee. Prior to the earlier of (i) the date on which this Agreement is terminated and (ii) the Closing Date (as defined below), the Company shall not, without the prior written consent of the Placement Agent’s exclusive engagement , 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 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 Shares contemplated hereby (including in connection with determining the terms of the Offering), shall be contractual in nature, as expressly set forth herein, and shall be owed solely to the Company. Each party disclaims any intention to impose any fiduciary or similar duty on the other. Additionally, the Placement 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 provided to the fairness of the terms of the Offering. Notwithstanding anything in Section 2 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 certain Investment Banking Agreement dated March 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 “Closing”) at the offices of Blank Rome LLP, counsel for the Placement Agent, located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 a.m., local time, on December 18, 2019 2012, or such other date as the Placement Agent and the Company may agree in writing, but not later than on December 18, 2012 (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 which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares 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 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 an account designated by the Placement Agent on behalf of 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 Placement Fee, (B) the Compensation Warrants and (C) the expense reimbursement to which the Placement Agent is entitled pursuant to Section 4 hereof. (g) The Shares shall be registered in such names and in such denominations as the Placement Agent shall request by written notice to the Company. (h) The Company and the Placement Agent agree that this Agreement and the transactions contemplated hereby do not constitute a Termination Event under the letter agreement date as of November 26, 2012 between the company and the Placement Agent and that no Termination Event has occurred as of the date hereof under such letter agreement; provided, however, the Company and the Placement Agent (the “Investment Banking Agreement”). Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of also agree that 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, will survive any expiration or termination of this Agreement. Nothing in this Agreement Offering shall be construed deemed not to limit have satisfied Section 4(a) of such letter agreement even though the ability of Company has accepted 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) “Person” 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”)Offering contemplated hereby.

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 the to act as its exclusive placement agent in connection with the offering 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. (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 3.5% of the aggregate gross proceeds received by the Company from the sale of the Securities pursuant to the Company’s registration statement on Form S-3 (File No. 333-2220236) Shares (the “Registration StatementFee”) (such offering, the “Offering”) to be subject to market conditions and negotiations between the Company and the prospective Investors). The Placement Agent will may, in its discretion, retain other brokers or dealers to act as sub-agents on a reasonable best efforts basis and the Placement Agent’s behalf in connection with the offering of the Shares, provided that the Company agrees and acknowledges that there is no guarantee of shall not be obligated to pay any additional amounts to the successful placement of the Securities, Placement Agent 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 Shares 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 Shares and the Shares. The Company shall have the sole right to accept offers to purchase 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, without notice to the Company, to reject any offer to purchase Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. 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 pursuant to one or more closings (each a “Closing” and purchase agreements in substantially 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 8% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering form attached hereto as Exhibit A (the “Closing”) (reduced to (a) 2.5% with respect to Invesco (as per the Investment Banking Agreement (as defined below)) and (b) 0% with respect to the investors listed on Exhibit B and Exhibit C to the Investment Banking Agreement. (ii) a management fee equal to 1% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (iii) a warrant to purchase of a number of the Shares equal to 4% of the number of the Shares issued in the Offering, at an initial exercise price of 125% of the per Share price in the Offering, and with such other terms as described in the Investment Banking Agreement. (iv) The Company also agrees to reimburse Ladenburg’s expenses up to $30,000 without the Company’s consent (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) a Closing of the Offering. (b) The term of the Placement Agent’s exclusive engagement will be as provided in Section 2 of that certain Investment Banking Agreement dated March 18, 2019 between the Company and the Placement Agent (the “Investment Banking Agreement”). Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof, will survive any expiration or 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) “Person” 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 Upon the basis of the representations, representations and warranties and agreements of the Company herein contained, and subject to all the terms and conditions of set forth in this AgreementAgreement and in the letter agreement dated September 12, 2005 between the Company and the Placement Agent shall be (the “Engagement Letter”), the Company engages the Placement Agent, on a reasonable efforts basis, to act as its exclusive placement agent in connection with the offering offer and sale sale, by the Company, of Shares to the Investors. As compensation for services rendered, at the time of purchase (as defined below) the Company shall pay to the Placement Agent an amount equal to 6.0% of the gross proceeds received or to be received by the Company from the sale of the Securities pursuant to Shares (the “Agency Fee”); provided, however, that nothing in this Agreement shall affect the Company’s registration statement on Form S-3 obligation to pay the Minimum Placement Fee (File No. 333-2220236) (as defined in the “Registration Statement”) (such offering, the “Offering”Engagement Letter) to be subject the Placement Agent in the manner provided in the Engagement Letter in the event the Aggregate Placement Fee (as defined in the Engagement Letter) payable to market conditions and negotiations between the Company and Placement Agent during the prospective InvestorsTerm (as defined in the Engagement Letter) is less than the Minimum Placement Fee. The Shares are being sold to Investors at a price of $3.05 per share. The Placement Agent will may retain other brokers or dealers to act as sub-agents on its behalf in connection with the offering and sale of the Shares. The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable best efforts basis basis, and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or this Agreement shall not give rise to any portion thereof, in the prospective Offering. Under no circumstances will commitment by the Placement Agent or any of its “Affiliates” (as defined below) be obligated affiliates to underwrite or purchase any of the 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 in respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, sale of any Shares. The sale of the Securities Shares shall be made at one or more closings (each a “Closing” and pursuant to purchase agreements substantially in 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 8% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering form included as Exhibit A hereto (the “Closing”) (reduced to (a) 2.5% with respect to Invesco (as per the Investment Banking Agreement (as defined below)) and (b) 0% with respect to the investors listed on Exhibit B and Exhibit C to the Investment Banking Agreement. (ii) a management fee equal to 1% of the gross proceeds received by the Company from the sale of the Securities at the Closing. (iii) a warrant to purchase of a number of the Shares equal to 4% of the number of the Shares issued in the Offering, at an initial exercise price of 125% of the per Share price in the Offering, and with such other terms as described in the Investment Banking Agreement. (iv) The Company also agrees to reimburse Ladenburg’s expenses up to $30,000 without the Company’s consent (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement). Such reimbursement shall be payable immediately upon (but only in the event of) a Closing of the Offering. (b) The term of the Placement Agent’s exclusive engagement will be as provided in Section 2 of that certain Investment Banking Agreement dated March 18, 2019 between the Company and the Placement Agent (the “Investment Banking Agreement”). Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof, will survive any expiration or 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) “Person” 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”).