Common use of Appointment of Placement Agent Clause in Contracts

Appointment of 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 Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by it.

Appointment of 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 Company The Trust hereby appoints the Placement Agent as the Company’s exclusive its placement agent for the IPO Shares Trust Interests of the Portfolios, and Placement Agent hereby accepts such appointment. Placement Agent agrees that it shall perform its activities as placement agent in accordance with all applicable laws, rules and regulations. In acting as placement agent under this Agreement, Placement Agent shall not make any offer or sale of Trust Interests in a manner that would require the Trust Interests to be offered and sold by the Company pursuant to a registration statement filed registered under the Securities Act of 1933, as amended (the “Securities "1933 Act”"). (b) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act shall perform such specified activities and conduct all of its activities as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereofTrust Interests, the Company shall notincluding any activities described herein, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus Operating Policies and Procedures (the "Operating Procedures") of the Trust (in such form as defined belowmay be approved from time to time by the Trust's Board of Trustees). The To the extent that any provision of this Agreement shall conflict with any provision of the Operating Procedures, the applicable provision of the Operating Procedures shall be deemed to govern. (c) Placement Agent is not authorized by the Trust to give any information or make any representations regarding Trust Interests, except such information or representations as are contained in the then-current registration statement of the Trust for the applicable Portfolio filed with the Securities and Exchange Commission (the "Registration Statement"). (d) No Trust Interests shall use its reasonable efforts be offered by either Placement Agent or the Trust under this Agreement, and no orders for the purchase or sale of such Trust Interests hereunder shall be accepted by the Trust, if and so long as the effectiveness of the Trust's Registration Statement as to assist such Trust Interests or any necessary amendments thereto shall be suspended under any of the Company provisions of the 1940 Act; provided, however, that nothing contained in obtaining performance by each Purchaser whose this paragraph (d) shall in any way restrict the Trust's obligation to redeem Trust Interests from any investor in accordance with the provisions of the Registration Statement or the Trust's Declaration of Trust, as amended from time to time. (e) Nothing herein shall be construed to require the Trust to accept any offer to purchase IPO Shares has been solicited any Trust Interests, all of which shall be subject to approval by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity Trust's Board of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by itTrustees.

Appointment of 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 Company hereby appoints the The Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees is hereby appointed to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use for the Offering. The Placement Agent agrees that it shall be primarily responsible for management of the Offering, including maintaining on a daily basis subscription records. The Placement Agent will utilize its reasonable “best efforts” to solicit offers to purchase the IPO Shares investments from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below)investors. The Placement Agent shall not be deemed an agent of the Company for any other purpose by virtue of this Agreement. The appointment and authorization of the Placement Agent hereunder shall expire on the earlier of completion of the Offering or December 31, 2016, unless extended in writing by the Company and the Placement Agent (the “Termination Date”), and may be terminated earlier than such date in accordance with Section 7 of this Agreement. (b) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, the Placement Agent hereby accepts such agency and agrees to use its commercially reasonable efforts to assist the Company in obtaining performance offering and selling Shares to Purchasers pursuant to the Offering. It is understood that the Placement Agent has no commitment to sell or purchase any of the Shares. No provision of this Agreement shall require the Placement Agent to expend or risk its own funds or incur any financial liability on behalf of any offeree or Purchaser of the Shares or otherwise. (c) Investments shall be evidenced by the execution by each Purchaser whose offer to purchase IPO Shares has been solicited of a Subscription Agreement. No Subscription Agreement shall be effective unless and until it is accepted by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017 (b) The Placement Agent will solicit offers shall not have any independent obligation to verify the accuracy or completeness of any information contained in any Subscription Agreement or the authenticity, sufficiency, or validity of any check or other payment delivered by any prospective Purchaser in payment for the purchase of the IPO Shares in the Offering at such times and in such amounts as nor shall the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject incur any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee liability with respect to any IPO Shares placed by itsuch verification or failure to verify.

Appointment of 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 Company The Fund hereby appoints the Placement Agent as the Company’s a non-exclusive placement agent through which it will privately solicit offers on a best efforts basis for the IPO Shares purchase of Units of Class(es) [0, 1, 2] of the Fund. The Placement Agent understands that the Fund intends to be offered entertain offers to purchase such Units at the Net Asset Value per Unit of such Class (as such terms are defined in the Memorandum) during the continuing offering period. The continuing offering period is subject to termination, discontinuation or resumption at any time in the sole and sold by absolute discretion of the Company Manager. The Placement Agent hereby accepts such agency and agrees pursuant to a registration statement filed the terms and conditions herein set forth to use best efforts during the term hereof to find acceptable subscribers who are “accredited investors” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and meet such other eligibility criteria as set forth in the Memorandum. b) The initial minimum subscription amount and the additional minimum subscription amount for each investor shall be as specified in the Memorandum; provided, however, that the Manager may accept initial or additional subscriptions for lesser amounts in its sole and absolute discretion. c) The Manager shall pay the Placement Agent, or its designee, a portion of the Sponsor Fee received by the Manager (as such fees are defined in the Memorandum) attributable to such outstanding Units sold by the Placement Agent, commencing with the first month that a Unit is issued and in the amount specified in Exhibit A attached hereto. d) The Manager shall pay the Placement Agent, or its designee, initial and on-going service fees attributable to such outstanding Units sold by the Placement Agent, in the amount specified in Exhibit A attached hereto. The Manager and each Fund understands that the Placement Agent may, in turn, compensate qualified employees with initial and continuing compensation (payable solely from the Placement Agent’s own funds) as follows: i. An employee of the Placement Agent will qualify for such continuing compensation only if he or she is properly registered with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”), as set forth in Section 1(e)(ii) below. Such initial and continuing compensation is to be paid in recognition of an employee’s continuing services to subscribers and holders of Units (“Unitholders”), as set forth in Section 1(e)(iii) below. No person will receive the continuing compensation described herein who is not an employee of the Placement Agent at the time of receipt of payment. ii. Notwithstanding the foregoing, the Placement Agent will not pay such continuing compensation to any of its employees who is not legally qualified or permitted to receive such continuing compensation. In that regard, each of the Placement Agent’s employees who receives such continuing compensation must be registered as an “associated person” of the Placement Agent with the CFTC and the NFA in such capacity only after either having passed the National Commodity Futures Examination (NASD Test Series #3), the Futures Managed Funds Examination (NASD Test Series #31), or having been “grandfathered” as an associated person under the Commodity Exchange Act (“CEAct”) and the Bylaws and Rules of the NFA. Also, such compensation may be paid by the Placement Agent to its employees only in respect of outstanding Units sold by such persons and only so long as the additional services described in Section 1(e)(iii) below are provided by such persons to Unitholders; provided, however, that the Placement Agent may not pay any portion of such compensation to any individual no longer employed by it, and provided, further, that such compensation may be paid to its employees who, although not responsible for the sale of the outstanding Unit, provide the services described below in place of the individual responsible for such sale. iii. The additional services that employees of the Placement Agent will provide on Form S-1(File Noan ongoing basis to Unitholders at no charge will include, but are not limited to: (i) inquiring of the Manager from time to time, at the request of Unitholders, as to the futures, forwards and options markets, the activities of the Fund and the Fund’s Net Asset Value per Unit (as such term is defined in the Memorandum); (ii) responding to questions of Unitholders from time to time with respect to Fund account statements, annual reports, financial statements, and annual tax information furnished periodically to Unitholders; (iii) providing advice to Unitholders from time to time as to when and whether to make additional investments or to redeem Units; (iv) assisting Unitholders from time to time in the redemption of Units; and (v) providing such other services as Unitholders from time to time may reasonably request. iv. 333-204811)The Manager, the Funds, and the Placement Agent agrees each acknowledge that: (i) neither the Manager nor the Funds shall have any liability whatsoever to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject ’s employees with regard to the conditions, employee selling compensation described above; and (ii) the Manager will be paid any and all redemption charges imposed on Unitholders in accordance with each Fund’s respective Limited Liability Company Agreement and as set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of Memorandum. e) Notwithstanding any potential purchaser or have any liability provision to the Company in contrary herein, the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account andManager may, in soliciting purchases of the IPO Sharesits sole and absolute discretion, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offersubscription for Units, whether in whole or in part, at any time prior to acceptance. f) With respect to the placement by the Placement Agent of Units pursuant to this Agreement, the Fund, the Manager, and the Placement Agent agree as follows: i. the Placement Agent acknowledges and agrees that the Units have not been, and will not be, registered under the Securities Act. Neither the Placement Agent nor any person acting on its behalf will, either directly or indirectly, offer or sell, or solicit any offer to buy, or attempt to offer or to dispose of, any Units to any person or entity that does not meet the Fund’s subscription requirements as described in Section 1(a) above and in the Memorandum, or so as to cause the offer and sale of the Units to be required to be registered under the Securities Act; ii. the Manager shall have the sole and absolute right to approve in advance any form of letter, circular, notice, prospectus, memorandum, sales literature or other written communication in connection with the offer and sale of the Units; and iii. the Placement Agent is acting as the Fund’s agent in the issuance of Units with investors, and the Placement Agent’s responsibility includes, but is not limited to, acting in good faith, on a best efforts basis, in placing the Units. g) The Placement Agent acknowledges that no action has been or will be taken that would constitute a public offering of the Units in any jurisdiction or that would permit a public offering in any jurisdiction in which action for that purpose is required. The Placement Agent agrees that it will comply with all applicable laws and regulations, make or obtain all necessary filings, consents and approvals, and take such other actions as may retain be required to permit it to perform its obligations hereunder. h) The Placement Agent acknowledges that it is not authorized to give any information or to make any representation relating to the Fund or the Units, other brokers than those contained in the Memorandum and any sales literature provided by the Manager. The Placement Agent agrees not to cause any advertisement of the Units to be published in any newspaper or dealers periodical or posted in any public place and not to act issue or distribute any written material relating to the Units, other than the Memorandum and any sales literature provided by the Manager. i) Subscriptions for Units shall be made in writing to the Administrator (as sub-agents on its behalf such term is defined in connection the Memorandum), with a copy to the Offering and Manager, by completing a subscription form, or in such other manner as may pay any sub-agent a solicitation fee with respect be prescribed by the Manager from time to any IPO Shares placed by ittime, the original of which should be delivered to the Administrator.

Appointment of Placement Agent. (a) On the basis of the representations, warranties and agreements You are hereby appointed exclusive Placement Agent of the Company herein contained and (subject to your right to have Selected Dealers, as defined in Section 1(c) hereof, participate in the Offering) during the Offering Period herein specified for the purposes of assisting the Company in finding qualified Subscribers pursuant to the offering (the "Offering") described in the Offering Documents. The Offering Period shall commence on the day (the "Commencement Date") the Offering Documents are first made available to you by the Company for delivery in connection with the offering for sale of the Units and shall continue until the earlier to occur of (i) the sale of all of the terms Maximum Offering or (ii) April 30, 1999 (unless extended for a period of up to 30 days under circumstances specified in the Term Sheet). If the Minimum Offering is not sold prior to the end of the Offering Period, the Offering will be terminated and conditions all funds received from Subscribers will be returned, without interest and without any deduction. The day that the Offering Period terminates is hereinafter referred to as the "Termination Date." (b) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, the Company Commonwealth Associates hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered accepts such agency and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer finding qualified subscribers pursuant to purchase IPO Shares has been solicited by the Placement Agent, but Offering described in the Offering Documents. It is understood that the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated has no commitment to disclose sell the identity of any potential purchaser or have any liability to Units. Your agency hereunder is not terminable by the Company except upon termination of the Offering Period. (c) Subscriptions for Units shall be evidenced by the execution by Subscribers of a Subscription Agreement. No Subscription Agreement shall be effective unless and until it is accepted by the Company. Until the Closing, all subscription funds received shall be held as described in the event any such purchase is not consummated for any reasonSubscription Agreement. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the The Placement Agent shall act solely as an agent not have any obligation to independently verify the accuracy or completeness of any information contained in any Subscription Agreement or the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●]authenticity, 2017sufficiency, or validity of any check delivered by any prospective investor in payment for Units. (bd) The Placement Agent and its affiliates will solicit offers for the purchase of the IPO Shares Units sold in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by itOffering.

Appointment of Placement Agent. the Description of the Offering. (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 The Company hereby appoints agrees to appoint the Placement Agent as the Company’s its exclusive placement agent for agent, and the IPO Shares Placement Agent agrees to serve as the exclusive placement agent, in connection with an issuance and sale of the Securities to be offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities 1933 Act”) on Form S-1(File F-1 (File No. 333-204811195166). The timing and terms of such offering (the “Offering”) will be subject to market conditions, the receipt of necessary regulatory clearances, and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of negotiations between the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through and the Placement Agent. The Company acknowledges that the Placement Agent will act as on a reasonable best efforts basis and agent the Company agrees and acknowledges that there is no guarantee of the Company and use its reasonable “best efforts” to solicit offers to purchase successful placement of the IPO Shares from the Company on the termsSecurities, and subject to the conditionsor any portion thereof, set forth in the Prospectus (as defined below)Offering. The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis ’s agent and not on a “as principal” basis. Aegis Capital Corp. May [●], 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee (as defined below). The Placement Agent shall have no authority to bind the Company with respect to any IPO Shares placed prospective offer to purchase any Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. (b) The term of the Placement Agent’s exclusive engagement will commence upon the execution of this Agreement and will terminate at the earlier of the closing of the Offering or 11:59 p.m. (New York Time) on May 31, 2014 (the “Exclusive Term”). (c) 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 any Persons (as defined below). As used in this Agreement: (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by itor is under common control with a Person as such terms are used in and construed under Rule 405 under the 1933 Act.

Appointment of Placement Agent. (a) On the basis of the representations, warranties and agreements You are hereby appointed exclusive Placement Agent of the Company herein contained and (subject to your right to have Selected Dealers, as defined in Section 1(c) hereof, participate in the Offering) during the Offering Period herein specified for the purposes of assisting the Company in finding qualified Subscribers pursuant to the offering (the "Offering") described in the Offering Documents. The Offering Period shall commence on the day (the "Commencement Date") the Offering Documents are first made available to you by the Company for delivery in connection with the offering for sale of the Units and shall continue until the earlier to occur of (i) the sale of all of the terms Maximum Offering or (ii) July 31, 1999; provided, however, that if the Minimum Offering has been sold by such date, the Offering will continue until August 31, 1999 (unless extended for a period of up to 30 days under circumstances specified in the Term Sheet). If the Minimum Offering is not sold prior to July 31, 1999, the Offering will be terminated and conditions all funds received from Subscribers will be returned, without interest and without any deduction. The day that the Offering Period terminates is hereinafter referred to as the "Termination Date." (b) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, the Company Commonwealth Associates L.P. hereby appoints the accepts its appointment as exclusive Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer finding qualified subscribers pursuant to purchase IPO Shares has been solicited by the Placement Agent, but Offering described in the Offering Documents. It is understood that the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated has no commitment to disclose sell the identity of any potential purchaser or have any liability to Units. Your agency hereunder is not terminable by the Company except upon termination of the Offering Period. (c) Subscriptions for Units shall be evidenced by the execution by Subscribers of a Subscription Agreement. No Subscription Agreement shall be effective unless and until it is accepted by the Company. Until the Closing, all subscription funds received shall be held as described in the event any such purchase is not consummated for any reasonSubscription Agreement. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the The Placement Agent shall act solely as an agent not have any obligation to independently verify the accuracy or completeness of any information contained in any Subscription Agreement or the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●]authenticity, 2017sufficiency, or validity of any check delivered by any prospective investor in payment for Units. (bd) The Placement Agent will solicit offers for the and its affiliates may purchase of the IPO Shares Units sold in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by itOffering.

Appointment of Placement Agent. (a) On the basis of the representations, warranties warranties, covenants and agreements of the Company herein contained contained, and subject to all the terms and conditions of this Agreement, the Company hereby appoints the Placement Agent as the Company’s its exclusive placement agent for the IPO Shares Placement Agent in connection with a distribution of its Securities to be offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File S-1 (File No. 333-204811219625), and the Placement Agent agrees to act as the Company’s exclusive placement agentPlacement Agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares Securities of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its their reasonable “best efforts” to solicit offers to purchase the IPO Shares Securities from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares Securities has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO SharesSecurities, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares Securities in the Offering at such times and in such amounts as the Placement Agent deem deems advisable. The Company shall have the sole right to accept offers to purchase IPO Shares Securities and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents agent on its their behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares Securities placed by it.

Appointment of 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 Company The Trust hereby appoints the Placement Agent as the Company’s exclusive its placement agent for the IPO Shares of the Funds, and Placement Agent hereby accepts such appointment. Placement Agent agrees that it shall perform its activities as placement agent in accordance with all applicable laws, rules and regulations. In acting as placement agent under this Agreement, Placement Agent shall not make any offer or sale of Shares in a manner that would require the Shares of the Funds to be offered and sold by the Company pursuant to a registration statement filed registered under the Securities Act of 1933, as amended (the “Securities "1933 Act”) on Form S-1(File No. 333-204811"), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017. (b) The Placement Agent will solicit offers is not authorized by the Trust to give any information or make any representations regarding the Funds or the Shares of any Fund, except such information or representations as are contained in the Trust's then-current registration statement for the Funds filed with the Securities and Exchange Commission (the "Registration Statement") or in information furnished by the Trust pursuant to Section 2(a) hereof. (c) No Shares of the Funds shall be offered by either Placement Agent or the Trust under this Agreement, and no orders for the purchase or sale of such Shares hereunder shall be accepted by the Trust, if and so long as the effectiveness of the IPO Trust's Registration Statement or any necessary amendments thereto shall be suspended under any of the provisions of the 1940 Act; PROVIDED, HOWEVER, that nothing contained in this paragraph (c) shall in any way restrict the Trust's obligation to redeem Shares of the Funds from any investor in accordance with the Offering at such times and in such amounts provisions of the Registration Statement or the Trust's Declaration of Trust, as amended from time to time. (d) Nothing herein shall be construed to require the Placement Agent deem advisable. The Company shall have the sole right Trust to accept offers any offer to purchase IPO any Shares and may reject of any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by itFund.

Appointment of 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 Company hereby appoints the The Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees is hereby appointed to act as the Company’s exclusive lead placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and (subject to the conditionsPlacement Agent's right to have Selected Dealers, set forth as defined in Section 1(c) hereof, participate in the Prospectus Offering) during the Offering Period (as defined below). The Placement Agent's engagement is on a "best efforts" basis. In the event that the Company has pre-existing relationships with Purchasers, the Placement Agent will assist the Company in the development of a marketing strategy for the Offering with respect to such Purchasers and shall be entitled to receive fees as provided in Section 4(c) with respect to such Purchasers. Exhibit A to this Agreement contains a list of potential Purchasers with which the Company has pre-existing relationships. The Placement Agent shall not be deemed an agent of the Company for any other purpose by virtue of this Agreement. The "Offering Period" shall commence on the day the Offering Documents (defined below) are first made available to the Placement Agent by the Company for delivery in connection with the offering for the sale of Units (the "Commencement Date"), and shall expire upon the earlier to occur of (i) the closing of the Offering (the "Closing"), and (ii) 11:59 p.m. Georgia time on the 30th day after the Commencement Date subject to an extension, if any, upon agreement by the parties hereto (the "Termination Date"). FIG Partners, L.L.C. January 25, 2010 (b) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, the Placement Agent hereby accepts such agency and agrees to use its reasonable best efforts to assist the Company in obtaining performance finding Purchasers pursuant to the Offering described in the Offering Documents. It is understood that the Placement Agent has no commitment to sell or purchase any of the Units. The Placement Agent's agency hereunder is not terminable by each Purchaser whose offer the Company prior to purchase IPO Shares the Termination Date unless the Placement Agent has been solicited materially breached any of its covenants or agreements hereunder and failed to cure such breach within 5 days after written notice thereof is given by the Company to the Placement Agent. (c) With the Company's consent, but the Placement Agent may engage other Persons who are members of the Financial Industry Regulation Authority ("FINRA") and who have executed a Selected Dealers Agreement (each such Person being hereinafter referred to as a "Selected Dealer") pursuant to which such Selected Dealer agrees to comply with all the obligations of the Placement Agent hereunder as if such Selected Dealer were a party hereto for the benefit of the Company, and the Placement Agent may allow such Persons to receive such part of the compensation and payment of expenses payable to the Placement Agent hereunder as the Placement Agent shall notdetermine; provided, except as otherwise provided in however, that any such compensation shall be received pursuant to Section 4(c) hereof. For purposes of this Agreement, be obligated to disclose the identity "Person" shall mean and include any individual, corporation, limited liability company, partnership, trust, association and any other entity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by itkind.

Appointment of Placement Agent. (a) On You are hereby appointed exclusive Placement Agent, for the basis purposes of assisting the Company in finding qualified Subscribers pursuant to the Offering of the representationsCompany, warranties and agreements for a term commencing as of June 28, 2006, the date of the Company herein contained Private Placement Memorandum, and subject to all expiring 90 days from that date; provided, however, that the terms and conditions expiration date of this Agreement, the Company hereby appoints term (the Placement Agent as the Company’s exclusive placement agent “Termination Date”) may be extended for the IPO Shares to be offered and sold two successive 30-day periods thereafter by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that shall not solicit any other broker-dealers to participate in the Offering and the Company will not sell any Shares directly to the public without the Placement Agent’s prior consent. (b) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, the Placement Agent will act as hereby accepts such agency and agent of the Company and agrees to use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer finding qualified Subscribers pursuant to purchase IPO Shares has been solicited by the Placement Agent, but Offering described in the Offering Documents. It is understood that the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated has no commitment to disclose sell the identity Shares. The agency of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases hereunder is not terminable by the Company except upon termination of the IPO Shares, Offering Period. (c) Subscriptions for Shares shall be evidenced by the Placement Agent execution by Subscribers of a Subscription Agreement. No Subscription Agreement shall act solely as an agent of be effective unless and until it is accepted by the Company. The Services provided pursuant to this Agreement Until the Closing, all subscription funds received shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares held as described in the Offering at such times Subscription Agreement and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in partSection 4(b) hereof. The Placement Agent may retain other brokers shall not have any obligation to independently verify the accuracy or dealers to act as sub-agents on its behalf completeness of any information contained in connection with any Subscription Agreement or the Offering and may pay authenticity, sufficiency or validity of any sub-agent a solicitation fee with respect to check delivered by any IPO Shares placed by itprospective investor in payment for Shares.

Appointment of Placement Agent. ICP is hereby appointed as exclusive placement agent of the Company (subject to ICP’s right to have foreign dealers (“Selected Dealers”) participate in the Placement) during the “PPO Period” (defined below) for the purposes of assisting the Company in finding qualified Subscribers. The offering period for the PPO (the “PPO Period”) shall commence on the day the Offering Documents are first made available to the Placement Agent by the Company for delivery in connection with the PPO, which is expected to be on or about June 29, 2007 (the “Delivery Date” or the “Commencement Date”) and shall continue until the earlier to occur of: (i) the sale of all of the Shares, or (ii) the close of business on July 31, 2007. The day that the PPO Period expires is hereinafter referred to as the “PPO Termination Date. (a) On Subject to the basis performance by the Company of all of its obligations to be performed under this Agreement and to the representations, completeness and accuracy of all representations and warranties and agreements of the Company herein contained and subject to all the terms and conditions of in this Agreement, the Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered hereby accepts such agency and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by the Placement Agent, but finding qualified Subscribers. It is understood that the Placement Agent has no commitment to sell the Shares. ICP’s agency hereunder is not terminable by the Company except upon termination of the PPO Offering Period. (b) Subscriptions for Shares shall not, except as otherwise provided in this be evidenced by the execution by Subscribers of a Subscription Agreement, Registration Rights Agreement and Questionnaire. No Subscription Agreement shall be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase effective unless and until it is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of accepted and countersigned by the Company. The Services provided pursuant Placement Agent or the Company shall not have any obligation to this independently verify the accuracy or completeness of any information contained in any Subscription Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●]or the authenticity, 2017sufficiency, or validity of any check delivered by any prospective Subscriber in payment for Shares. (bc) The Placement Agent will solicit offers for and/or its affiliates may be Subscribers in the purchase Placement; provided that said Placement Agent and/or its affiliates satisfy all of the IPO Shares conditions and provide appropriate representations set forth in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by itTransaction Documents.

Appointment of Placement Agent. (a) On the basis of the representations, warranties and agreements You are hereby appointed exclusive Placement Agent of the Company herein contained and (subject to your right to have Selected Dealers, as defined in Section 1(c) hereof, participate in the Offering) during the Offering Period herein specified for the purposes of assisting the Company in finding qualified Subscribers pursuant to the offering (the "Offering") described in the Offering Documents. The Offering Period shall commence on the day (the "Commencement Date") the Offering Documents are first made available to you by the Company for delivery in connection with the offering for sale of the Units and shall continue until the earlier to occur of (i) the sale of all of the terms Maximum Offering or (ii) 60 days after the Commencement Date (unless extended for a period of up to 60 days under circumstances specified in the Memorandum). If the Minimum Offering is not sold prior to the end of the Offering Period, the Offering will be terminated and conditions all funds received from Subscribers will be returned, without interest and without any deduction. The day that the Offering Period terminates is hereinafter referred to as the "Termination Date." (b) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, the Company Commonwealth Associates hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered accepts such agency and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance finding qualified subscribers pursuant to the Offering described in the Offering Documents. It is understood that the Placement Agent has no commitment to sell the Units. Your agency hereunder is not terminable by the Company except upon termination of the Offering Period. (c) You may engage other persons, selected by you in your discretion, that are members of the National Association of Securities Dealers, Inc., ("NASD") and that have executed a Selected Dealers Agreement substantially in the form attached hereto as Schedule A, to assist you in the Offering (each Purchaser whose offer such person being hereinafter referred to purchase IPO Shares has been solicited as a "Selected Dealer") and you may allow such persons such part of the compensation and payment of expenses payable to you hereunder as you shall determine. Each Selected Dealer shall be required to agree in writing to comply with the provisions of, and to make the representations, warranties and covenants contained in, this Section 1. (d) Subscriptions for Units shall be evidenced by the execution by Subscribers of a Subscription Agreement. No Subscription Agreement shall be effective unless and until it is accepted by the Company. Any subscription may be rejected at the sole discretion of the Company or the Placement Agent. Until the Closing, but the Placement Agent all subscription funds received shall not, except be held as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company described in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by it.Subscription

Appointment of Placement Agent. (a) On the basis of the representations, warranties and agreements You are hereby appointed exclusive Placement Agent of the Company during the offering period herein contained and subject to all specified (the terms and conditions "Offering Period") for the purposes of this Agreement, assisting the Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered and sold by the Company pursuant to on a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers "best efforts" basis in finding qualified Subscribers for the purchase of or attempt Securities and to place all or part of the IPO Shares of identify potential sources to engage in Other Financing transactions with the Company in connection with the proposed Offering. Until The Offering Period shall commence on the final closing date of delivery and acceptance by the Placement Agent of the Memorandum ("Commencement Date") and shall continue until the earlier to occur of (i) the sale of the Minimum Amount; or earlier upon termination of this Agreement pursuant (ii) 90 days from the Commencement Date (as the same may be extended by the Placement Agent for an additional 60 days or another period to Section 5 hereof, the Company shall not, without the prior written be determined by mutual consent of the Placement Agent, solicit or accept offers Agent and the Company). If the Minimum Amount is not sold prior to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent end of the Company Offering Period, the Offering will be terminated and use its reasonable “best efforts” to solicit offers to purchase all finds received from Subscribers and held in a special non-interest bearing escrow account (the IPO Shares from "Account") at Republic National Bank, New York, New York (the Company on the terms"Bank") will be returned, without deduction or accrued interest thereon. You hereby accept such agency and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts agree to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017 (b) The Placement Agent will solicit offers finding qualified Subscribers for the purchase of the IPO Shares in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf Securities in connection with the Offering and may pay any sub-agent a solicitation fee to identify potential sources to engage in Other Financing transactions with the Company in connection with the Offering. Your agency hereunder is not terminable by the Company except upon termination of the Offering. As part of the Placement Agent's exclusive representation of the Company with respect to the Offering, the Placement Agent shall assist the Company in identifying potential investors and sources of Other Financing and shall on behalf of the Company, contact such potential investors and other potential investors as the Company may designate. In addition, the Placement Agent shall assist the Company in structuring, negotiating and effecting the Offering. The Company agrees that, during the course of the engagement hereunder, neither it, nor any IPO Shares placed by itof its management, nor any of its affiliates, shall initiate any discussions with third parties with respect to the Offering and to the extent any of such persons receives an inquiry from any third parties concerning the Offering or any other financing related to the Company, they will promptly identify to the Placement Agent the name of such person and the date of such initial contact.

Appointment of Placement Agent. (a) On the basis of the representations, warranties and agreements You are hereby appointed exclusive placement agent of the Company herein contained and (subject to your right to have Selected Dealers, as defined in Section 1(c) hereof, participate in the Offering) during the Offering Period herein specified for the purposes of assisting the Company in finding qualified Subscribers pursuant to the Offering described in the Offering Documents. You shall not be deemed an agent of the Company for any other purpose. The Offering Period shall commence on the day (the "Commencement Date") the Offering Documents are first made available to you by the Company for delivery in connection with the offering for sale of the Units. Upon receipt of the Minimum Offering amount, the Placement Agent may conduct a closing (the "Initial Closing Date") and may conduct subsequent closings on an interim basis until the Maximum Offering amount (and any over-allotment amount) has been reached (the "Final Closing Date"). The Offering Period shall terminate at 11:59 p.m. New York City time on the date sixty (60) days following the Commencement Date, subject to an extension, upon the mutual agreement of the Company and the Placement Agent, for an additional sixty (60) days. (b) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the terms completion and conditions accuracy 3 of all representations and warranties of the Company contained in this Agreement, the Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered hereby accepts such agency and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer finding qualified subscribers pursuant to purchase IPO Shares has been solicited by the Placement Agent, but Offering described in the Offering Documents. It is understood that the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated has no commitment to disclose sell the identity of any potential purchaser or have any liability to Units. Your agency hereunder is not terminable by the Company except upon termination of the Offering Period. (c) You may engage other persons, selected by you in your discretion, that are members of the National Association of Securities Dealers, Inc., ("NASD") or who are located outside the United States and that have executed a Selected Dealers Agreement to assist you in the event any Offering (each such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated person being hereinafter referred to underwrite or purchase any Securities for its own account and, in soliciting purchases as a "Selected Dealer") and you may allow such persons such part of the IPO Shares, compensation and payment of expenses payable to you hereunder as you shall determine. (d) Subscriptions for Units shall be evidenced by the Placement Agent execution by Subscribers of a Subscription Agreement. No Subscription Agreement shall act solely as an agent of be effective unless and until it is accepted by the Company. The Services provided pursuant to this Agreement Until a closing is held, all subscription funds received shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares held as described in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in partSubscription Agreement. The Placement Agent may retain other brokers shall not have any independent obligation to verify the accuracy or dealers to act as sub-agents on its behalf completeness of any information contained in connection with any Subscription Agreement or the Offering and may pay authenticity, sufficiency, or validity of any sub-agent a solicitation fee with respect to check delivered by any IPO Shares placed by itprospective investor in payment for Units.

Appointment of 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 Company The Trust hereby appoints the Placement Agent as the Company’s exclusive its placement agent for the IPO Shares Trust Interests and Placement Agent hereby accepts such appointment. Placement Agent agrees that it shall perform its activities as placement agent in accordance with all applicable laws, rules and regulations. In acting as placement agent under this Agreement, Placement Agent shall not make any offer or sale of Trust Interests in a manner that would require the Trust Interests to be offered and sold by the Company pursuant to a registration statement filed registered under the Securities Act of 1933, as amended (the “Securities "1933 Act”"). (b) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act shall perform such specified activities and conduct all of its activities as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereofTrust Interests, the Company shall notincluding any activities described herein, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus Operating Policies and Procedures (the "Operating Procedures") of the Trust (in such form as defined belowmay be approved from time to time by the Trust's Board of Trustees). The To the extent that any provision of this Agreement shall conflict with any provision of the Operating Procedures, the applicable provision of the Operating Procedures shall be deemed to govern. (c) Placement Agent is not authorized by the Trust to give any information or make any representations regarding Trust Interests, except such information or representations as are contained in the then-current registration statement of the Trust filed with the Securities and Exchange Commission (the "Registration Statement"). (d) No Trust Interests shall use its reasonable efforts be offered by either Placement Agent or the Trust under this Agreement, and no orders for the purchase or sale of such Trust Interests hereunder shall be accepted by the Trust, if and so long as the effectiveness of the Trust's Registration Statement as to assist such Trust Interests or any necessary amendments thereto shall be suspended under any of the Company provisions of the 1940 Act; provided, however, that nothing contained in obtaining performance by each Purchaser whose this paragraph (d) shall in any way restrict the Trust's obligation to redeem Trust Interests from any investor in accordance with the provisions of the Registration Statement or the Trust's Declaration of Trust, as amended from time to time. (e) Nothing herein shall be construed to require the Trust to accept any offer to purchase IPO Shares has been solicited any Trust Interests, all of which shall be subject to approval by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity Trust's Board of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by itTrustees.

Appointment of Placement Agent. (a) On the basis of the representations, warranties and agreements You are hereby appointed exclusive Placement Agent of the Company during the offering period herein contained and subject to all specified (the terms and conditions "Offering Period") for the purposes of this Agreement, assisting the Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered and sold by the Company pursuant to on a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers "best efforts" basis in finding qualified Subscribers for the purchase of or attempt Securities and to place all or part of the IPO Shares of identify potential sources to engage in Other Financing transactions with the Company in connection with the proposed Offering. Until The Offering Period shall commence on the final closing date of delivery and acceptance by the Placement Agent of the Memorandum ("Commencement Date") and shall continue until the earlier to occur of (i) the sale of the Maximum Amount; or earlier upon termination of this Agreement pursuant (ii) 90 days from the Commencement Date (as the same may be extended by the Placement Agent for an additional 60 days or another period to Section 5 hereof, the Company shall not, without the prior written be determined by mutual consent of the Placement Agent, solicit or accept offers Agent and the Company). If the Minimum Amount is not sold prior to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent end of the Company Offering Period, the Offering will be terminated and use its reasonable “best efforts” to solicit offers to purchase all finds received from Subscribers and held in a special non-interest bearing account (the IPO Shares from "Account") at Republic National Bank, New York, New York (the Company on the terms"Bank") will be returned, without deduction or accrued interest thereon. You hereby accept such agency and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts agree to assist the Company in obtaining performance finding qualified Subscribers for the purchase of Securities and to identify potential sources to engage in Other Financing transactions with the Company in connection with the Offering. Your agency hereunder is not terminable by each Purchaser whose offer to purchase IPO Shares has been solicited by the Company except upon termination of the Offering. As part of the Placement Agent, but 's exclusive representation of the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability Company with respect to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO SharesOffering, the Placement Agent shall act solely as an agent assist the Company in identifying potential investors and sources of Other Financing and shall on behalf of the Company, contact such potential investors and other potential investors as the Company may designate. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●]In addition, 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares in the Offering at such times and in such amounts as the Placement Agent deem advisableshall assist the Company in structuring, negotiating and effecting the Offering. The Company agrees that, during the course of the engagement hereunder, neither it, nor any of its management, nor any of its affiliates, shall have the sole right initiate any discussions with third parties with respect to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay to the extent any sub-agent a solicitation fee with respect of such persons receives an inquiry from any third parties concerning the Offering or any other financing related to any IPO Shares placed by itthe Company, they will promptly identify to the Placement Agent the name of such person and the date of such initial contact.

Appointment of Placement Agent. (a) On the basis of the representations, warranties and agreements You are hereby appointed exclusive placement agent of the Company herein contained and (subject to all your right to have Selected Dealers, as defined in Section 1(c) hereof, participate in the terms and conditions Offering) during the Offering Period herein specified for the purposes of this Agreement, assisting the Company hereby appoints in finding qualified Subscribers pursuant to the Placement Agent as Offering described in the Company’s exclusive placement Offering Documents. You shall not be deemed an agent of the Company for any other purpose. The Offering Period shall commence on the IPO Shares day (the "Commencement Date") the Offering Documents are first made available to be offered and sold you by the Company pursuant to a registration statement filed under for delivery in connection with the Securities Act offering for the sale of 1933, as amended (the “Securities Act”) on Form S-1(File NoUnits. 333-204811), and Upon receipt of the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointmentMinimum Offering amount, the Placement Agent will solicit offers for may conduct a closing (the purchase of or attempt "Initial Closing Date") and may conduct subsequent closings on an interim basis until the Maximum Offering amount (and any over-allotment amount) has been reached (the "Final Closing Date"). Each such closing may be referred to place all or part of herein as a "Closing". The Offering Period shall terminate at 11:59 p.m. New York City Time on the IPO Shares of date sixty (60) days following the Company in Commencement Date, subject to an extension, at the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent option of the Placement Agent, solicit or accept offers for an additional sixty (60) days. (b) Subject to purchase the Securities other than through performance by the Placement Agent. The Company acknowledges that of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, the Placement Agent will act as hereby accepts such agency and agent of the Company and agrees to use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer finding qualified subscribers pursuant to purchase IPO Shares has been solicited by the Placement Agent, but Offering described in the Offering Documents and to keep the Company or its counsel reasonably informed of subscriptions received. It is understood that the Placement Agent shall nothas no commitment to sell the Units. Your agency hereunder is not terminable by the Company except upon termination of the Offering Period. (c) You may engage other persons, except as otherwise selected by you in your discretion, that are members of the National Association of Securities Dealers, Inc., ("NASD") or who are located outside the United States and that have executed a Selected Dealers Agreement in the form provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company to assist you in the event any Offering (each such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated person being hereinafter referred to underwrite or purchase any Securities for its own account and, in soliciting purchases as a "Selected Dealer") and you may allow such persons such part of the IPO Sharescompensation and payment of expenses payable to you hereunder as you shall determine, provided that (i) such compensation shall be received pursuant to Section 4(d) hereof, and (ii) any assignment of the Placement Agent Unit Purchase Option (as defined herein) shall act solely as an agent conform with the requirements of Section 4(2) of the Securities Act and Regulation D promulgated thereunder. (d) Subscriptions for Units shall be evidenced by the execution by qualified subscribers of a Subscription Agreement. No Subscription Agreement shall be effective unless and until it is accepted by the Company. The Services provided pursuant to this Agreement Until a closing is held, all subscription funds received shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares held as described in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in partSubscription Agreement. The Placement Agent may retain other brokers shall not have any independent obligation to verify the accuracy or dealers to act as sub-agents on its behalf completeness of any information contained in connection with any Subscription Agreement or the Offering and may pay authenticity, sufficiency, or validity of any sub-agent a solicitation fee with respect to check delivered by any IPO Shares placed by itprospective investor in payment for Units.

Appointment of Placement Agent. (a) On You are hereby appointed exclusive Placement Agent, for the basis purposes of assisting the Company in finding qualified Subscribers pursuant to the Offering of the representationsCompany, warranties and agreements for a term commencing as of July 17, 2006, the date of the Company herein contained Private Placement Memorandum, and subject to all expiring 90 days from that date; PROVIDED, HOWEVER, that the terms and conditions expiration date of this Agreement, the Company hereby appoints term (the Placement Agent as the Company’s exclusive placement agent "Termination Date") may be extended for the IPO Shares to be offered and sold two successive 30-day periods thereafter by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that shall not solicit any other broker-dealers to participate in the Offering and the Company will not sell any Shares directly to the public without the Placement Agent's prior consent. (b) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, the Placement Agent will act as hereby accepts such agency and agent of the Company and agrees to use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer finding qualified Subscribers pursuant to purchase IPO Shares has been solicited by the Placement Agent, but Offering described in the Offering Documents. It is understood that the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated has no commitment to disclose sell the identity Shares. The agency of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases hereunder is not terminable by the Company except upon termination of the IPO Shares, Offering Period. (c) Subscriptions for Shares shall be evidenced by the Placement Agent execution by Subscribers of a Subscription Agreement. No Subscription Agreement shall act solely as an agent of be effective unless and until it is accepted by the Company. The Services provided pursuant to this Agreement Until the Closing, all subscription funds received shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares held as described in the Offering at such times Subscription Agreement and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in partSection 4(b) hereof. The Placement Agent may retain other brokers shall not have any obligation to independently verify the accuracy or dealers to act as sub-agents on its behalf completeness of any information contained in connection with any Subscription Agreement or the Offering and may pay authenticity, sufficiency or validity of any sub-agent a solicitation fee with respect to check delivered by any IPO Shares placed by itprospective investor in payment for Shares.

Appointment of Placement Agent. (a) On the basis Strasbourger is hereby appointed as exclusive Placement Agent of the representations, warranties Corporation (subject to Strasbourger’s right to have selected dealers (“Selected Dealers”) in good standing with the National Association of Securities Dealers (“NASD”) participate in the Placements) during the Financing Period (as defined below) for the purposes of assisting the Corporation in finding qualified Subscribers. The offering period for the Financing (the “Financing Period”) shall commence on the day the SEC declares the post-effective amendment to the SB-2 effective (the “Delivery Date”) and agreements shall continue until the earlier to occur of: (i) the sale of all of the Company herein Shares; or (ii) 90 days following the Delivery Date. The day that the Financing Period terminates is hereinafter referred to as the “Financing Termination Date.” The Financing Termination Date may be extended for up to 45 days at the option of the Placement Agent and the Corporation. (b) Subject to the performance by the Corporation of all of their obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Corporation contained and subject to all the terms and conditions of in this Agreement, the Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered hereby accepts such agency and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as use its best efforts to assist the Company’s exclusive placement agentCorporation in finding qualified Subscribers. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges It is understood that the Placement Agent will act as and agent has no commitment to sell the Shares. The Placement Agent’s agency hereunder is not terminable by the Corporation except upon termination of the Company Financing Period. (c) Subscriptions for the Shares may be evidenced by the execution by Subscribers of a Subscription Agreement. No Subscription Agreement shall be effective unless and use its reasonable “best efforts” to solicit offers to purchase until it is accepted and countersigned by the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below)Corporation. The Placement Agent shall use its reasonable efforts not have any obligation to assist independently verify the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity accuracy or completeness of any potential purchaser information contained in any Subscription Agreement or have the authenticity, sufficiency, or validity of any liability to check delivered by any prospective Subscriber in payment for the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017. (bd) The Placement Agent will solicit offers for the purchase of the IPO Shares and/or its affiliates may be Subscribers in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by itPlacements.

Appointment of Placement Agent. (a) On the basis of the representations, written and documented representations and warranties and agreements of the Company herein contained provided herein, and subject to all the terms and conditions set forth herein, the Placement Agent is hereby appointed as an exclusive Placement Agent of the Company during the Offering Period (as defined in Section 3(b) below) to assist the Company in finding qualified subscribers for the Offering. The Placement Agent may sell the Securities through other broker-dealers who are FINRA members (collectively, the “Sub Agents”) and may reallow all or a portion of the Brokers’ Fees (as defined in Section 3(a) and 3(b) below) it receives to such other Sub Agents or pay a finders or consultant fee as allowed by applicable law. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform the services hereunder diligently and in good faith and in a professional and businesslike manner and in compliance with applicable law and to use its reasonable best efforts to assist the Company in finding subscribers of the Securities who qualify as “accredited investors,” as such term is defined in Rule 501 of Regulation D. The Placement Agent has no obligation to purchase any of the Securities or sell any Securities. Unless sooner terminated in accordance with this Agreement, the Company hereby appoints engagement of the Placement Agent hereunder shall continue until the later of the Termination Date or the Final Closing (as the Company’s exclusive placement agent for the IPO Shares defined below). The Offering is currently anticipated to be offered the private placement of a minimum of gross proceeds of $3,350,000 (the “Minimum Offering”) and sold a maximum of gross proceeds of $4,000,000 (the “Maximum Offering”) through the sale of Series B Preferred Stock, par value $0.000001 per share, of the Company (the “Preferred Stock”), at the Purchase Price of $1.25 per share (the “Offering Price”). The minimum subscription is Twenty Five Thousand Dollars ($25,000), Twenty Thousand (20,000 shares), provided, however, that subscriptions in lesser amounts may be accepted by the Company pursuant in its sole discretion. (b) The Placement Agent is engaged to raise a registration statement filed minimum of One Million Dollars ($1,000,000) (the “Minimum Raise”) and a maximum of One Million Six Hundred Fifty Thousand Dollars ($1,650,000) (the “Maximum Raise”) of Securities out of the total Offering, on a reasonable best efforts basis. This Maximum Raise may be increased at the sole discretion of the Company by an aggregate of One Million Five Hundred Thousand Dollars ($1,500,000). The Company agrees and acknowledges that the Placement Agent is not acting as an underwriter with respect to the Offering and the Company shall determine the purchasers in the Offering in its sole discretion. The Securities will be offered by the Company to potential subscribers, which may include related parties of the Placement Agent or the Company, commencing on February 29, 2016 (the “Initial Offering Period”), which date may be extended by the Company through April 15, 2016 (this additional period and the Initial Offering Period shall be referred to as the “Offering Period”). The date on which the Offering is terminated shall be referred to as the “Termination Date”. The closing of the Offering may be held up to ten days after the Termination Date. (c) The Company shall only offer securities to and accept subscriptions from or sell Securities to, persons or entities that qualify as (or are reasonably believed to be) “accredited investors,” as such term is defined in Rule 501 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). (d) The offering of Securities will be made by the Placement Agent on behalf of the Company solely pursuant to the Subscription Agreement and the Exhibits to the Subscription Agreement, including, but not limited to, and to the extent applicable, the Summary Term Sheet, Registration Rights Agreement, a draft of the Form S-1(File No. 3338-204811K relating to the Merger and the business of PTI to be filed by the Company with the Securities and Exchange Commission (the “Super 8-K”) and the risk factors and disclosures will be available to the Placement Agent prior to such filing, and any documents, agreements, supplements and additions thereto (collectively, the “Subscription Documents”), which at all times will be in form and substance reasonably acceptable to the Company and the Placement Agent agrees to act and their respective counsel and contain such legends and other information as the Company’s exclusive placement agent. Pursuant to this appointment, Company and the Placement Agent will solicit offers for and their respective counsel, may, from time to time, deem necessary and desirable to be set forth therein. (e) With respect to the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of provide the Placement Agent, solicit or accept offers on terms set forth herein, the right to purchase offer and sell all up to the Maximum Raise of available Securities other than through being offered during the Placement Agent. The Company acknowledges that the Placement Agent will act as Offering Period (subject to prior offer and agent sale of some of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined belowSecurities). The Placement Agent It is understood that no sale shall use its reasonable efforts to assist the Company in obtaining performance be regarded as effective unless and until accepted by each Purchaser whose offer to purchase IPO Shares has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●]Company may, 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the its sole right to discretion, accept offers to purchase IPO Shares and may reject any such offeror reject, in whole or in part, any prospective investment in the Securities or allot to any prospective subscriber less than the number of Securities that such subscriber desires to purchase. The Purchases of Securities may be made by the Placement Agent may retain other brokers or dealers to act as and its selected sub-agents on its behalf in connection with dealers and their respective officers, directors, employees and affiliates and by the officers, directors, employees and affiliates of the Company and PTI (collectively, the “Affiliates”) for the Offering and may pay any sub-agent a solicitation fee with respect such purchases will be made by the Affiliates based solely upon the same information that is provided to any IPO Shares placed by itthe investors in the Offering.

Appointment of Placement Agent. (a) On You are hereby appointed exclusive Placement Agent of the basis Company (subject to your right to have Selected Dealers, as defined in Section 1(c) hereof, participate in the Exchange Offer) during the Offering Period herein specified for the purposes of assisting the Company in soliciting the exchange of Notes described in the Offering Documents. The Offering Period shall commence on the day the Offering Documents are first made available to you by the Company for delivery in connection with the Exchange Offer and shall continue through 5:00 p.m. New York time on February 19, 1998 (the "Expiration Date") (unless extended under circumstances specified in the Memorandum). (b) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, Commonwealth Associates hereby accepts such agency and agrees to use its best efforts to assist the Company with the Exchange Offer described in the Offering Documents. It is understood that the Placement Agent has no commitment to complete the Exchange Offer. Your agency hereunder is not terminable by the Company except upon termination of the Offering Period. (c) You may engage American Equities or such other persons, selected by you in your discretion, that are members of the National Association of Securities Dealers, Inc., ("NASD") and that have executed a Selected Dealers Agreement substantially in the form attached hereto as Schedule A, to assist you in the Exchange Offer (each such person being hereinafter referred to as a "Selected Dealer") and you may allow such persons such part of the compensation and payment of expenses payable to you hereunder as you shall determine. Each Selected Dealer shall be required to agree in writing to comply with the provisions of, and to make the representations, warranties and agreements covenants contained in this Section 1. (d) The exchange of Notes by Subscribers shall be evidenced by the Company herein contained execution by Subscribers of a Subscription Agreement and subject to all Letter of Transmittal accompanying the terms Memorandum. No exchange shall be effective unless and conditions of this Agreement, the Company hereby appoints the Placement Agent as until it is accepted by the Company’s exclusive placement agent for the IPO Shares to be offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts not have any obligation to assist independently verify the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity accuracy or completeness of any potential purchaser information contained in any Subscription Agreement or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite authenticity, sufficiency, or purchase any Securities for its own account and, in soliciting purchases validity of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017 (b) The Placement Agent will solicit offers Notes delivered in exchange for the purchase of the IPO Shares in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by itWarrants.

Appointment of Placement Agent. (a) On the basis of the representations, written and documented representations and warranties and agreements of the Company herein contained provided herein, and subject to all the terms and conditions set forth herein, the Placement Agent is hereby appointed as an exclusive Placement Agent of the Company during the Offering Period (as defined in Section 1(b) below) to assist the Company in finding qualified subscribers for the Offering. The Placement Agent may assist the Company to sell the Bridge Notes through other broker-dealers who are FINRA members (collectively, the “Sub Agents”) and may reallow all or a portion of the Placement Agent Fees (as defined in Section 3(b) below) it receives to such other Sub Agents or pay a finders or consultant fee to such other Sub Agents as allowed by applicable law, provided, however, that the engagement of any such Sub Agent will be subject to the written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed and shall be provided within two business days of the Company’s receipt of notice. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform the services hereunder diligently and in good faith and in a professional and businesslike manner and in compliance with applicable law and to use its reasonable best efforts to assist the Company in finding subscribers for the Bridge Notes who qualify as “accredited investors,” as such term is defined in Rule 501(a) of Regulation D (as defined in Section 1(c) below). The Placement Agent has no obligation to purchase any of the Bridge Notes or sell any Bridge Notes. Unless sooner terminated in accordance with this Agreement, the Company hereby appoints engagement of the Placement Agent hereunder shall continue until the later of the Termination Date (as defined in Section 1(b) below) or the Final Closing (as defined in Section 4(e) below). The Offering is currently anticipated to be the private placement of a minimum of net proceeds of Two Million Dollars ($2,000,000) (the “Minimum Amount”) and a maximum of net proceeds of Three Million Dollars ($3,000,000) (the “Maximum Amount”) through the sale of the Bridge Notes. Net proceeds shall mean gross proceeds less the Placement Agent Cash Fees and Placement Agent Expenses. In the event the Offering is oversubscribed, the Company’s exclusive placement agent for , with the IPO Shares consent of the Placement Agent, may sell up to an additional Five Hundred Thousand Dollars ($500,000) of net proceeds from the sale of Bridge Notes. The offering price per Bridge Note is par (100%). The minimum subscription is Fifty Thousand Dollars ($50,000), provided, however, that subscriptions in lesser amounts may be offered and sold accepted by the Company in its sole discretion. The Bridge Notes will be an obligation of the Company that will accrue interest from the date of issuance through the date of repayment at the rate of twelve percent (12%) per annum and will mature on the date that is twelve (12) months from the date of issuance, subject to acceleration as described below. Interest on the Bridge Notes shall be payable commencing September 1, 2016 and monthly thereafter in shares of the Common Stock except as otherwise provided in the Bridge Notes. The Bridge Notes will be secured by a security interest in and lien on all now owned or hereafter acquired Intellectual Property of the Company and its subsidiaries, pursuant to the Security Agreement by and between the Company and the subscribers in the Offering (the “Security Agreement”). Except as otherwise provided in the Bridge Notes, the security interest in and liens on all Intellectual Property of the Company and its subsidiaries will be a registration statement filed first priority security interest and will be senior to all existing and future indebtedness of the Company. The maturity date of the Bridge Notes is subject to acceleration in the event of a Qualified Offering or Non-Qualified Offering, as such terms are defined in the Bridge Notes. (b) The Placement Agent is engaged to raise a net Minimum Amount of Two Million Dollars ($2,000,000) and a net Maximum Amount of Three Million Dollars ($3,000,000) of Bridge Notes, on a reasonable best efforts basis. In the event the Offering is oversubscribed, the Company with the consent of the Placement Agent, may sell up to an additional net amount of Five Hundred Thousand Dollars ($500,000) in Bridge Notes. The Company agrees and acknowledges that the Placement Agent is not acting as an underwriter with respect to the Offering and the Company shall determine the purchasers in the Offering in its sole discretion. The Bridge Notes will be offered by the Company to potential subscribers, which may include related parties of the Placement Agent or the Company, until the earlier of (a) such time as the Maximum Amount, plus any discretionary over-allotment amounts, are sold or (b) July 22, 2016, subject to a fifteen (15) day extension if agreed to by the Company and the Placement Agent (the “Offering Period”). The date on which the Offering is terminated shall be referred to as the “Termination Date”. The closing of the Offering may be held up to ten days after the Termination Date. (c) The Company shall only offer securities to and accept subscriptions from or sell Bridge Notes to, persons or entities that qualify as (or are reasonably believed to be) “accredited investors,” as such term is defined in Rule 501(a) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), or to persons or entities that are not a “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S (“Regulation S”) as promulgated by the SEC under the Act. (d) The offering of Bridge Notes will be made by the Placement Agent on behalf of the Company solely pursuant to the Subscription Agreement by and between the Company and the subscribers in the Offering (the “Subscription Agreement”) and the Exhibits to the Subscription Agreement, including, but not limited to, and to the extent applicable, the Summary Term Sheet (the “Summary Term Sheet”), the Security Agreement, the Bridge Note, and any amendments, supplements and additions thereto (collectively, the “Subscription Documents”), which at all times will be in form and substance reasonably acceptable to the Company and the Placement Agent agrees to act and their respective counsel and contain such legends and other information as the Company’s exclusive placement agent. Pursuant to this appointment, Company and the Placement Agent will solicit offers for and their respective counsel, may, from time to time, deem necessary and desirable to be set forth therein. (e) With respect to the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of provide the Placement Agent, solicit or accept offers on terms set forth herein, the right to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as offer and agent sell all of the Company available Bridge Notes being offered during the Offering Period. It is understood that no sale shall be regarded as effective unless and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance until accepted by each Purchaser whose offer to purchase IPO Shares has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●]Company may, 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the its sole right to discretion, accept offers to purchase IPO Shares and may reject any such offeror reject, in whole or in part, any prospective investment in the Bridge Notes or allot to any prospective subscriber less than the principal amount of Bridge Notes that such subscriber desires to purchase. The Purchases of Bridge Notes may be made by the Placement Agent may retain other brokers or dealers to act as sub-agents on and its behalf in connection with selected Sub Agents and their respective officers, directors, employees and affiliates and by the officers, directors, employees and affiliates of the Company (collectively, the “Affiliates”) for the Offering and may pay any sub-agent a solicitation fee with respect such purchases will be made by the Affiliates based solely upon the same information that is provided to any IPO Shares placed by itthe investors in the Offering.

Appointment of Placement Agent. (a) On the basis of the representations, warranties and agreements You are hereby appointed exclusive Placement Agent of the Company herein contained and (subject to your right to have Selected Dealers, as defined in Section 1(c) hereof, participate in the Offering) during the Offering Period herein specified for the purposes of assisting the Company in finding qualified Subscribers pursuant to the offering (the "Offering") described in the Offering Documents. The Offering Period shall commence on the day (the "Commencement Date") the Offering Documents are first made available to you by the Company for delivery in connection with the offering for sale of the Units and shall continue until the earlier to occur of (i) the sale of all of the terms Maximum Offering or (ii) 60 days after the Commencement Date (unless extended for a period of up to 60 days under circumstances specified in the Memorandum). If the Minimum Offering is not sold prior to the end of the Offering Period, the Offering will be terminated and conditions all funds received from Subscribers will be returned, without interest and without any deduction. The day that the Offering Period terminates is hereinafter referred to as the "Termination Date." (b) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, the Company Commonwealth Associates hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered accepts such agency and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance finding qualified subscribers pursuant to the Offering described in the Offering Documents. It is understood that the Placement Agent has no commitment to sell the Units. Your agency hereunder is not terminable by the Company except upon termination of the Offering Period. (c) You may engage other persons, selected by you in your discretion, that are members of the National Association of Securities Dealers, Inc., ("NASD") and that have executed a Selected Dealers Agreement substantially in the form attached hereto as Schedule A, to assist you in the Offering (each Purchaser whose offer such person being hereinafter referred to purchase IPO Shares has been solicited as a "Selected Dealer") and you may allow such persons such part of the compensation and payment of expenses payable to you hereunder as you shall determine. Each Selected Dealer shall be required to agree in writing to comply with the provisions of, and to make the representations, warranties and covenants contained in, this Section 1. (d) Subscriptions for Units shall be evidenced by the execution by Subscribers of a Subscription Agreement. No Subscription Agreement shall be effective unless and until it is accepted by the Company. Any subscription may be rejected at the sole discretion of the Company or the Placement Agent. Until the Closing, but all subscription funds received shall be held as described in the Subscription Agreement. The Placement Agent shall not, except as otherwise provided in this Agreement, be obligated not have any obligation to disclose independently verify the identity accuracy or completeness of any potential purchaser information contained in any Subscription Agreement or have the authenticity, sufficiency, or validity of any liability to the Company check delivered by any prospective investor in the event any such purchase is not consummated payment for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017Units. (be) The Placement Agent will solicit offers for the and its affiliates may purchase of the IPO Shares Units sold in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by itOffering.

Appointment of Placement Agent. (a) On You are hereby appointed exclusive Placement Agent, for the basis purposes of assisting the Company in finding qualified Subscribers pursuant to the Offering of the representationsCompany, warranties and agreements for a term commencing as of May 25, 2006, the date of the Company herein contained Private Placement Memorandum, and subject to all expiring 90 days from that date; provided, however, that the terms and conditions expiration date of this Agreement, the Company hereby appoints term (the Placement Agent as the Company’s exclusive placement agent “Termination Date”) may be extended for the IPO Shares to be offered and sold two successive 30-day periods thereafter by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that shall not solicit any other broker-dealers to participate in the Offering and the Company will not sell any Shares directly to the public without the Placement Agent’s prior consent. (b) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, the Placement Agent will act as hereby accepts such agency and agent of the Company and agrees to use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer finding qualified Subscribers pursuant to purchase IPO Shares has been solicited by the Placement Agent, but Offering described in the Offering Documents. It is understood that the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated has no commitment to disclose sell the identity Shares. The agency of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases hereunder is not terminable by the Company except upon termination of the IPO Shares, Offering Period. (c) Subscriptions for Shares shall be evidenced by the Placement Agent execution by Subscribers of a Subscription Agreement. No Subscription Agreement shall act solely as an agent of be effective unless and until it is accepted by the Company. The Services provided pursuant to this Agreement Until the Closing, all subscription funds received shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares held as described in the Offering at such times Subscription Agreement and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in partSection 4(b) hereof. The Placement Agent may retain other brokers shall not have any obligation to independently verify the accuracy or dealers to act as sub-agents on its behalf completeness of any information contained in connection with any Subscription Agreement or the Offering and may pay authenticity, sufficiency or validity of any sub-agent a solicitation fee with respect to check delivered by any IPO Shares placed by itprospective investor in payment for Shares.

Appointment of 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 this Agreement, the Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the termsprovided herein, and subject to the terms and conditions set forth herein, the Placement Agent is appointed as exclusive Placement Agent of the Company during the Offering Period to assist the Company in finding qualified subscribers for the Offering. On the basis of such representations and warranties and subject to such terms and conditions, set forth in the Prospectus (as defined below). The Placement Agent shall hereby accepts such appointment and agrees to perform its services hereunder in a professional and businesslike manner and to use its commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer finding subscribers of Units who qualify as “accredited investors,” as such term is defined in Rule 501 of Regulation D and to complete the Offering. The Placement Agent has no obligation to purchase IPO Shares has been solicited by any of the Units. Unless sooner terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination Date or the last Closing (as defined below). Prior to the Termination Date, the Company shall not engage any other party to act as placement agent of any type of security (either debt or equity). Notwithstanding anything contained herein, in the event that closings for in excess of $250,000 are not consummated on or before August 20, 2010, the engagement of the Placement Agent will, at the Company’s option upon written notice to the Placement Agent, but become a non-exclusive engagement and, in such event the Company will revise the Memorandum (provided such revised Memorandum is provided to the Placement Agent shall not, except so that it has an opportunity to comment on such revisions) to reflect the non-exclusivity of Exxxxxx as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017placement agent. (b) The Placement Agent will solicit offers for shall not contact any potential investors regarding the purchase offering of the IPO Shares in Units unless the Offering at such times following procedures are complied with. The Placement Agent has furnished the Company with a list of potential investors, as may be supplemented from time to time (hereinafter the "Potential Investor List") that it may solicit with respect to the Offering. The Potential Investor List is annexed hereto as Exhibit A and in such amounts as has been approved by the Company. To the extent the Placement Agent deem advisabledesires to add names to the list, it will provide notice via email to the Company. The Company shall have two business days from such e-mail delivery to object to any person or entity on the sole right to accept offers to purchase IPO Shares and may reject any Potential Investor List, citing the reason for such offer, in whole or in partobjection. The Placement Agent may retain other brokers or dealers failure of the Company to act as sub-agents on timely object shall be deemed to represent its behalf in connection with consent to the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by itapproach of such person.

Appointment of Placement Agent. (a) On the basis of the representations, written and documented representations and warranties and agreements of the Company herein contained provided herein, and subject to all the terms and conditions set forth herein, the Placement Agent is hereby appointed as an exclusive Placement Agent of the Company during the Offering Period (as defined in Section 1(b) below) to assist the Company in finding qualified subscribers for the Offering. The Placement Agent may assist the Company to sell the Bridge Notes through other broker-dealers who are FINRA members (collectively, the "Sub Agents") and may reallow all or a portion of the Placement Agent Fees (as defined in Section 3(b) below) it receives to such other Sub Agents or pay a finders or consultant fee to such other Sub Agents as allowed by applicable law. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform the services hereunder diligently and in good faith and in a professional and businesslike manner and in compliance with applicable law and to use its reasonable best efforts to assist the Company in finding subscribers for the Bridge Notes who qualify as "accredited investors," as such term is defined in Rule 501(a) of Regulation D (as defined in Section 1(c) below). The Placement Agent has no obligation to purchase any of the Bridge Notes or sell any Bridge Notes. Unless sooner terminated in accordance with this Agreement, the Company hereby appoints engagement of the Placement Agent hereunder shall continue until the later of the Termination Date (as defined in Section 1(b) below) or the Final Closing (as defined in Section 4(e) below). The Offering is currently anticipated to be the private placement of a minimum of gross proceeds of Two Million Dollars ($2,000,000) (the "Minimum Amount") and a maximum of gross proceeds of Five Million Dollars ($5,000,000) (the "Maximum Amount") through the sale of the Bridge Notes, which are convertible into units of the Company’s exclusive placement agent 's securities (the "Units"), each Unit consisting of one (1) share (the "Unit Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock") and a warrant (the "Unit Warrants") to purchase one (1) share of Common Stock for every share of Common Stock received upon conversion (the IPO Shares "Unit Warrant Shares")at an exercise price equal to 125% of the price at which the Company's equity securities are sold in Qualified Offering (as defined below). The offering price per Bridge Note is par (100%) (the "Offering Price"). The minimum subscription is Twenty Five Thousand Dollars ($25,000), provided, however, that subscriptions in lesser amounts may be offered and sold accepted by the Company pursuant in its sole discretion. The Bridge Notes will be an obligation of the Company that will bear interest at the rate of twelve percent (12%) per annum and will mature on the date that is six (6) months from the date of issuance, subject to earlier conversion as described below. The interest on the Bridge Notes shall be accrued and shall be payable at maturity. The Bridge Notes will be secured by a security interest in and lien on all now owned or hereafter acquired assets and property, real and personal, of the Company and its subsidiaries, including the Company's intellectual propertypursuant to the Security Agreement by and between the Company and the subscribers in the Offering (the "Security Agreement"). The security interest in and liens on all assets and property of the Company will be a first priority security interest and will be senior to all existing indebtedness of the Company. Mandatory conversion of the principal amount of the Notes, and any accrued and unpaid interest, into Units following a qualified offering (a "Qualified Offering") of at least Fifteen Million Dollars ($15,000,000) (including the capital raised in this Offering) in equity securities or securities convertible into or exercisable for equity securities ("Equity Financing Securities"), at a conversion price per Unit equal to the lesser of 80% of (a) the price per share of the Equity Financing Securities sold in the Qualified Offering, or (b) $7.00 (the "Mandatory Conversion"). (b) The Placement Agent is engaged to raise a Minimum Amount of Two Million Dollars ($2,000,000) and a Maximum Amount of Five Million Dollars ($5,000,000) of Bridge Notes, on a reasonable best efforts basis. The Company agrees and acknowledges that the Placement Agent is not acting as an underwriter with respect to the Offering and the Company shall determine the purchasers in the Offering in its sole discretion. The Bridge Notes will be offered by the Company to potential subscribers, which may include related parties of the Placement Agent or the Company, until the later of (a) such time as the Maximum Amount is sold or (b) April 30, 2016, subject to a registration statement filed thirty (30) day extension if agreed to by the Company and the Placement Agent (the "Offering Period"). The date on which the Offering is terminated shall be referred to as the "Termination Date". The closing of the Offering may be held up to ten days after the Termination Date. (c) The Company shall only offer securities to and accept subscriptions from or sell Bridge Notes to, persons or entities that qualify as (or are reasonably believed to be) "accredited investors," as such term is defined in Rule 501(a) of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under Section 4(a)(2) of the Securities Act of 1933, as amended (the “"Act"),or to persons or entities that are not a "U.S. Persons" as that term is defined in Rule 902(k) of Regulation S ("Regulation S") as promulgated by the SEC under the Act. (d) The offering of Bridge Notes will be made by the Placement Agent on behalf of the Company solely pursuant to the Securities Act”Purchase Agreement by and between the Company and the subscribers in the Offering (the "Securities Purchase Agreement") on Form S-1(File No. 333-204811and the Exhibits to the Securities Purchase Agreement, including, but not limited to, and to the extent applicable, the Investor Term Sheet (the "Investor Term Sheet"), the Security Agreement, the Bridge Note, and any documents, agreements, supplements and additions thereto (collectively, the "Subscription Documents"), which at all times will be in form and substance reasonably acceptable to the Company and the Placement Agent agrees to act and their respective counsel and contain such legends and other information as the Company’s exclusive placement agent. Pursuant to this appointment, Company and the Placement Agent will solicit offers for and their respective counsel, may, from time to time, deem necessary and desirable to be set forth therein. (e) With respect to the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of provide the Placement Agent, solicit or accept offers on terms set forth herein, the right to purchase offer and sell up to the Securities other than through Maximum Amount of available Bridge Notes being offered during the Placement Agent. The Company acknowledges that the Placement Agent will act as Offering Period (subject to prior offer and agent sale of some of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined belowBridge Notes). The Placement Agent It is understood that no sale shall use its reasonable efforts to assist the Company in obtaining performance be regarded as effective unless and until accepted by each Purchaser whose offer to purchase IPO Shares has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●]Company may, 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the its sole right to discretion, accept offers to purchase IPO Shares and may reject any such offeror reject, in whole or in part, any prospective investment in the Bridge Notes or allot to any prospective subscriber less than the number of Bridge Notes that such subscriber desires to purchase. The Purchases of Bridge Notes may be made by the Placement Agent may retain other brokers or dealers to act as sub-agents on and its behalf in connection with selected Sub Agents and their respective officers, directors, employees and affiliates and by the officers, directors, employees and affiliates of the Company (collectively, the "Affiliates") for the Offering and may pay any sub-agent a solicitation fee with respect such purchases will be made by the Affiliates based solely upon the same information that is provided to any IPO Shares placed by itthe investors in the Offering.

Appointment of Placement Agent. (a) On the basis of the representations, warranties and agreements The Placement Agent is hereby appointed exclusive placement agent of the Company herein contained and (subject to all the terms and conditions Placement Agent's right to have Selected Dealers, as defined in Section 1(c) hereof, participate in the Offering) during the Offering Period herein specified for the purposes of this Agreement, assisting the Company hereby appoints in finding qualified subscribers pursuant to the Offering described in the Offering Documents. The Placement Agent as the Company’s exclusive placement shall not be deemed an agent for the IPO Shares to be offered and sold by of the Company pursuant to a registration statement filed under the Securities Act of 1933for any other purpose. The Offering Period shall commence on August 8, as amended 1997 (the “Securities Act”) on Form S-1(File No"Commencement Date"). 333-204811), and Upon receipt of the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointmentMinimum Offering amount, the Placement Agent will solicit offers for may conduct a closing (the purchase of or attempt "Initial Closing Date") and may conduct subsequent closings on an interim basis until the Maximum Offering amount (and any over-allotment amount) has been reached (the "Final Closing Date"). Each such closing may be referred to place all or part of herein as a "Closing". The Offering Period shall terminate at 11:59 p.m. New York City Time on October 8, 1997, subject to an extension, at the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent option of the Placement Agent, solicit or accept offers for an additional sixty (60) days. (b) Subject to purchase the Securities other than through performance by the Placement Agent. The Company acknowledges that of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, the Placement Agent will act as hereby accepts such agency and agent of the Company and agrees to use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer finding qualified subscribers pursuant to purchase IPO Shares the Offering described in the Offering Documents. It is understood that the Placement Agent has been solicited no commitment to sell the Units. The Placement Agent's agency hereunder is not terminable by the Company except upon termination of the Offering Period. (c) The Placement AgentAgent may engage other persons, but selected by it in its discretion, that are members of the National Association of Securities Dealers, Inc. ("NASD") or who are located outside the United States and that have executed a Selected Dealers Agreement (each such person being hereinafter referred to as a "Selected Dealer") and the Placement Agent may allow such persons such part of the compensation and payment of expenses payable to the Placement Agent hereunder as the Placement Agent shall not, except as otherwise provided in this determine. (d) Subscriptions for Units shall be evidenced by the execution by qualified subscribers of a Subscription Agreement, . No Subscription Agreement shall be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase effective unless and until it is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of accepted by the Company. The Services provided pursuant to this Agreement Until a Closing is held, all subscription funds received shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares held as described in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in partSubscription Agreement. The Placement Agent may retain other brokers shall not have any independent obligation to verify the accuracy or dealers to act as sub-agents on its behalf completeness of any information contained in connection with any Subscription Agreement or the Offering and may pay authenticity, sufficiency or validity of any sub-agent a solicitation fee check delivered by any prospective investor in payment for Units, nor shall the Placement Agent incur any liability with respect to any IPO Shares placed by itsuch check.

Appointment of Placement Agent. (a) On the basis of the representations, warranties and agreements Commonwealth is hereby appointed exclusive Placement Agent of the Company herein contained and (subject to subsection (f) below and the Placement Agent’s right to have selected dealers (“Selected Dealers”) which are in good standing with the National Association of Securities Dealers (“NASD”) participate in the Placement) for the purposes of assisting the Company in finding qualified Subscribers for the Placement. The Company agrees that Ladenburg Xxxxxxxx or its affiliates may act as Selected Dealers in connection with the Placement. The offering period (the “Offering Period”) shall continue until the earlier to occur of: (i) the sale of the Maximum Offering; (ii) June 30, 2002 or (iii) such date that the Company and the Placement Agent mutually agree upon. The day that the Offering Period terminates is hereinafter referred to as the “Termination Date.” The Termination Date may be extended for up to 30 days by mutual agreement of the Placement Agent and the Company. (b) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the terms completeness and conditions accuracy of all representations and warranties of the Company contained in this Agreement, the Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered hereby accepts such agency and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by finding qualified Subscribers for the Placement AgentPlacement. Except for the foregoing, but it is understood that the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated has no commitment to disclose sell the identity of any potential purchaser or have any liability to Units. (c) Commonwealth’s agency hereunder is not terminable by the Company except upon termination of the Offering Period, because the Per Share Purchase Price will be less than $1.00, or upon a material breach by Commonwealth of its obligations hereunder, provided further, that the sole remedy for Commonwealth in the event any such purchase is not consummated the Company terminates Commonwealth’s agency hereunder in violation of this provision shall be the Break-Up Fees provided for any reason. Under no circumstances will in Section 4(c) hereof. (d) Subscriptions for Units shall be evidenced by the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases execution by Subscribers of the IPO Shares, the Placement Agent Subscription Agreement. No Subscription Agreement shall act solely as an agent of be effective unless and until it is accepted by the Company. The Services provided pursuant Placement Agent shall not have any obligation to this independently verify the accuracy or completeness of any information contained in any Subscription Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●]or the authenticity, 2017sufficiency, or validity of any check delivered by any prospective investor in payment for Units. (be) The Placement Agent will solicit offers for and/or its affiliates and ComVest Venture Partners, L.P. may be investors in the purchase Placement. (f) The Company may enter into agreements with Ladenburg Xxxxxxxx or its affiliates to serve as co-placement agent(s) on terms not more favorable than those of the IPO Shares in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by itPlacement.

Appointment of 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 Company hereby appoints the The Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees is hxxxxx appointed to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use for the Offering. The Placement Agent will utilize its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below)investments. The Placement Agent shall not be deemed to be an agent of the Company for any other purpose by virtue of this Agreement. The appointment and authorization of the Placement Agent under this Agreement shall expire on March 29, 2024 (the “Termination Date”), and, subject to Sections 1(b) and 8(g) hereof, may be terminated earlier than such date only by mutual agreement between the Company and the Placement Agent. (b) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, the Placement Agent hereby accepts such agency and agrees to use its commercially reasonable efforts to assist the Company in obtaining performance finding qualified Purchasers pursuant to the Offering and other duties as set forth in this Agreement. It is understood that the Placement Agent has no commitment to sell or purchase any of the Shares. No provision of this Agreement shall require the Placement Agent to expend or risk their own funds or incur any financial liability on behalf of any Purchaser of the Shares or otherwise. The Placement Agent’s agency hereunder is not terminable by the Company prior to the Termination Date unless the Placement Agent has materially breached any of their respective covenants or agreements hereunder and failed to cure such breach within fifteen (15) days after written notice thereof is given by the Company to the Placement Agent. (c) Investments shall be evidenced by the execution by each Purchaser whose offer to purchase IPO Shares has been solicited of a Subscription Agreement. No Subscription Agreement shall be effective unless and until it is accepted by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017 (b) The Placement Agent will solicit offers shall not have any independent obligation to verify the accuracy or completeness of any information contained in any Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any prospective Purchaser in payment for the purchase of the IPO Shares in the Offering at such times and in such amounts as Shares, nor shall the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject incur any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee liability with respect to any IPO Shares placed by itsuch verification or failure to verify.

Appointment of Placement Agent. (a) On the basis of the representations, warranties and agreements You are hereby appointed exclusive Placement Agent of the Company herein contained and (subject to your right to have selected dealers ("Selected Dealers') in good standing with the National Association of Securities Dealers ("NASD') participate in the Placements) during the respective offering periods for the Placements herein specified for the purposes of assisting the Company in finding qualified Subscribers. The offering period for the Bridge Financing (the "Bridge Offering Period') shall continue until the earlier to occur of. (i) the sale of all of the terms Bridge Units; or (ii) February 18, 2000. The day that the Bridge Offering Period terminates is hereinafter referred to as the "Bridge Termination Date." (i) the sale of the Maximum Offering; or (ii) the later of (A) March 31, 2000 and conditions (B) thirty (30) days following approval by the Company's shareholders of a sufficient increase in the Company's authorized capital stock to enable completion of the Maximum Offering; or (iii) the date the parties mutually agree to terminate the Offering. If the Minimum Offering is not sold prior to the end of the Preferred Offering Period, the Offering will be terminated and all Rinds received from Subscribers will be returned, without interest and without any deduction. The day that the Preferred Offering Period terminates is hereinafter referred to as the "Preferred Termination Date." The Preferred Termination Date may be extended for up to thirty (30) days by mutual agreement of the Placement Agent and the Company. (b) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, the Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered hereby accepts such agency and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by finding qualified subscribers for the Placement Agent, but Bridge Financing and the Offering. It is understood that the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated has no commitment to disclose sell the identity of any potential purchaser Bridge Units or have any liability to the Preferred Units. Your agency hereunder is not terminable by the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases except upon termination of the IPO Shares, Preferred Offering Period. (c) Subscriptions for Units shall be evidenced by the Placement Agent execution by Subscribers of a Subscription Agreement. No Subscription Agreement shall act solely as an agent of be effective unless and until it is accepted by the Company. The Services provided pursuant Placement Agent shall not have any obligation to this independently verify the accuracy or completeness of any information contained in any Subscription Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●]or the authenticity, 2017sufficiency, or validity of any check delivered by any prospective investor in payment for Units. (bd) The Placement Agent and/or its affiliates will solicit offers for the purchase of the IPO Shares be investors in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by itPlacements.

Appointment of Placement Agent. (a) On the basis of the representations, warranties warranties, covenants and agreements of the Company herein contained contained, and subject to all the terms and conditions of this Agreement, the Company hereby appoints the Placement Agent as the Company’s its exclusive placement agent for the IPO Shares Placement Agent in connection with a distribution of its Securities to be offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File S-1 (File No. 333-204811230943), and the Placement Agent agrees to act as the Company’s exclusive placement agentPlacement Agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares Securities of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its their reasonable “best efforts” to solicit offers to purchase the IPO Shares Securities from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares Securities has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO SharesSecurities, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares Securities in the Offering at such times and in such amounts as the Placement Agent deem deems advisable. The Company shall have the sole right to accept offers to purchase IPO Shares Securities and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents agent on its their behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares Securities placed by it.

Appointment of Placement Agent. ICP is hereby appointed as exclusive placement agent of the Company (subject to ICP’s right to have foreign dealers (“Selected Dealers”) participate in the Placement) during the “PPO Period” (defined below) for the purposes of assisting the Company in finding qualified Subscribers. The offering period for the PPO (the “PPO Period”) shall commence on the day the Offering Documents are first made available to the Placement Agent by the Company for delivery in connection with the PPO, which is expected to be on or about February 8, 2007 (the “Delivery Date” or the “Commencement Date”) and shall continue until the earlier to occur of: (i) the sale of all of the Shares, or (ii) the close of business on April 4, 2007, or (iii) the close of business on May 29, 2007 if mutually agreed to by the Parties in writing. The day that the PPO Period expires is hereinafter referred to as the “PPO Termination Date. The PPO Termination Date may be extended for up to an additional 30 days by mutual agreement of ICP and the Company. (a) On Subject to the basis performance by the Company of all of its obligations to be performed under this Agreement and to the representations, completeness and accuracy of all representations and warranties and agreements of the Company herein contained and subject to all the terms and conditions of in this Agreement, the Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered hereby accepts such agency and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by the Placement Agent, but finding qualified Subscribers. It is understood that the Placement Agent has no commitment to sell the Shares. ICP’s agency hereunder is not terminable by the Company except upon termination of the PPO Offering Period. (b) Subscriptions for Shares shall not, except as otherwise provided in this be evidenced by the execution by Subscribers of a Subscription Agreement, Registration Rights Agreement and Questionnaire. No Subscription Agreement shall be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase effective unless and until it is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of accepted and countersigned by the Company. The Services provided pursuant Placement Agent or the Company shall not have any obligation to this independently verify the accuracy or completeness of any information contained in any Subscription Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●]or the authenticity, 2017sufficiency, or validity of any check delivered by any prospective Subscriber in payment for Shares. (bc) The Placement Agent will solicit offers for and/or its affiliates may be Subscribers in the purchase Placement; provided that said Placement Agent and/or its affiliates satisfy all of the IPO Shares conditions and provide appropriate representations set forth in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by itTransaction Documents.

Appointment of Placement Agent. (a) On the basis of the representations, warranties and agreements Commonwealth is hereby appointed exclusive placement agent of the Company herein contained and (subject to all Commonwealth's right to have selected dealers ("Selected Dealers") in good standing with the terms National Association of Securities Dealers ("NASD") participate in the Offering) during the offering periods for the Offering herein specified for the purposes of assisting the Company in finding qualified Subscribers in the Offering. The offering period for the Offering (the "Preferred Offering Period") shall commence on the day the Offering Documents relating thereto are first made available to Commonwealth by the Company for delivery in connection with the offering for sale of the Preferred Units and conditions shall continue until the earlier to occur of: (i) the sale of this Agreementthe Maximum Offering (plus the Preferred Units included in the Over-Allotment Option, unless waived by the Company); or (ii) August 17, 2001. If the Minimum Offering is not sold prior to the end of the Preferred Offering Period, the Company hereby appoints Offering will be terminated and all funds received from Subscribers will be returned, without interest and without any deduction. The day that the Preferred Offering Period terminates is hereinafter referred to as the "Preferred Termination Date." The Preferred Termination Date may be extended for up to thirty (30) days by mutual agreement of the Placement Agent as and the Company’s exclusive placement agent for . (b) Subject to the IPO Shares to be offered and sold performance by the Company pursuant in all material respects of its obligations to a registration statement filed be performed under this Agency Agreement and to the Securities Act completeness and accuracy of 1933, as amended (all representations and warranties of the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to Company contained in this appointmentAgency Agreement, the Placement Agent will solicit offers for the purchase of or attempt hereby accepts such agency and agrees to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by finding qualified Subscribers for the Placement Agent, but Offering. It is understood that the Placement Agent has no commitment to sell the Preferred Units. (c) Subscriptions for Preferred Units shall not, except as otherwise provided in this be evidenced by the execution by Subscribers of a Subscription Agreement, . No Subscription Agreement shall be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase effective unless and until it is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of accepted by the Company. The Services provided pursuant Placement Agent shall not have any obligation to this independently verify the accuracy or completeness of any information contained in any Subscription Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●]or the authenticity, 2017sufficiency or validity of any check delivered by any prospective investor in payment for Preferred Units. (bd) The Placement Agent will solicit offers for the purchase of the IPO Shares and/or its affiliates may be investors in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by itOffering.

Appointment of Placement Agent. (a) On the basis of the representations, warranties and agreements You are hereby appointed exclusive Placement Agent of the Company herein contained and (subject to your right to have selected dealers ("Selected Dealers") in good standing with the National Association of Securities Dealers ("NASD") participate in the Offering) during the offering period for the Offering herein specified for the purposes of assisting the Company in finding qualified Subscribers. The offering period for the Offering (the "Offering Period") shall commence on the day the Offering Documents are first made available to you by the Company for delivery in connection with the offering for sale of the Units and shall continue until the earlier to occur of: (i) the sale of the Maximum Offering, including the Over-Allotment Option; or (ii) March 31, 2000. The day that the Offering Period terminates is hereinafter referred to as the "Termination Date." The Termination Date may be extended for up to 30 days at the option of the Placement Agent. (b) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the terms completeness and conditions accuracy of all representations and warranties of the Company contained in this Agreement, the Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered hereby accepts such agency and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by finding qualified Subscribers for the Placement Agent, but Offering. It is understood that the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated has no commitment to disclose sell the identity of any potential purchaser or have any liability to Units. Your agency hereunder is not terminable by the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases except upon termination of the IPO Shares, Offering Period. (c) Subscriptions for Units shall be evidenced by the Placement Agent execution by Subscribers of a Subscription Agreement. No Subscription Agreement shall act solely as an agent of be effective unless and until it is accepted by the Company. The Services provided pursuant Placement Agent shall not have any obligation to this independently verify the accuracy or completeness of any information contained in any Subscription Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●]or the authenticity, 2017sufficiency, or validity of any check delivered by any prospective investor in payment for Units. (bd) The Placement Agent and/or its affiliates will solicit offers for the purchase of the IPO Shares be investors in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by itOffering.

Appointment of Placement Agent. (a) On the basis of the representations, warranties and agreements You are hereby appointed exclusive Placement Agent of the Company during the offering period herein contained and subject to all specified (the terms and conditions "Offering Period") for the purposes of this Agreement, assisting the Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered and sold by the Company pursuant to on a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers "best efforts" basis in finding qualified Subscribers for the purchase of or attempt Securities and to place all or part of the IPO Shares of identify potential sources to engage in Other Financing transactions with the Company in connection with the proposed Offering. Until The Offering Period shall commence on the final closing or earlier upon termination date of this Agreement pursuant to Section 5 hereofdelivery and acceptance by the Placement Agent of the Memorandum generated and reviewed by Company counsel and Placement Agent's counsel, respectively, the Company Company's Form 10 as filed with the Securities and Exchange Commission (the "Commission"), including the financial statements contained therein, and the due diligence list attached hereto as Exhibit D ("Commencement Date"). The Minimum Amount must be sold within 45 days after the Commencement Date. If the Minimum Amount is sold during such time period, then the Offering shall notcontinue until the earlier to occur of: (i) the sale of the Maximum Amount; or (ii) 12 months from the completion of the sale of the Minimum Amount. If the Minimum Amount is not sold during the time period set forth herein, the Offering will be terminated and all funds received from Subscribers and held in a special non-interest bearing escrow account (the "Account") at Republic National Bank, New York, New York (the "Bank") will be returned, without the prior written consent of the Placement Agent, solicit deduction or accept offers to purchase the Securities other than through the Placement Agentaccrued interest thereon. The Company acknowledges It is anticipated that the Placement Agent will act as and agent sell $7.5 million of Securities within 90 days after the Company and use its reasonable “best efforts” to solicit offers to purchase Commencement Date, $11 million of Securities within 150 days after the IPO Shares from the Company on the termsCommencement Date, and $14.5 million of Securities within 210 days after the Commencement Date, provided, however, in the event that $7.5 million of Securities are not sold within 150 days after the Commencement Date, this Agreement shall be subject to renegotiation by the conditions, set forth in the Prospectus (as defined below)parties hereto. The Placement Agent shall use its reasonable efforts You hereby accept such agency and agree to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017 (b) The Placement Agent will solicit offers finding qualified Subscribers for the purchase of the IPO Shares in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf Securities in connection with the Offering and may pay any sub-agent a solicitation fee to identify potential sources to engage in Other Financing transactions with the Company in connection with the Offering. Unless specified otherwise herein writing, your agency hereunder is not terminable by the Company except upon termination of the Offering. As part of the Placement Agent's exclusive representation of the Company with respect to the Offering, the Placement Agent shall assist the Company in identifying potential investors and sources of Other Financing and shall on behalf of the Company, contact such potential investors and other potential investors as the Company may designate. In addition, the Placement Agent shall assist the Company in structuring, negotiating and effecting the Offering. The Company agrees that, during the course of the engagement hereunder, in the event that it, or any IPO Shares placed by itof its management or affiliates, shall initiate any negotiations with third parties with respect to the Offering and to the extent any of such persons receives an inquiry or offer from any third parties concerning the Offering or any other financing related to the Company, they will reasonably promptly inform the Placement Agent as to the name of such person and the date of such initial contact. Sands Brothers has been appointed pursuant to the Letter Agreement to negotiate the best terms available for each Potential Investment and Potential Joint Venture (as each term is defined therein) but in the event that such a proposal is reasonably considered to be of strategic importance, the Company shall retain the sole right to determine whether any such Potential Investment or Potential Joint Venture is to be consummated.

Appointment of Placement Agent. Strasbourger is hereby appointed or ratified, as the case may be, as exclusive placement agent of the Company (subject to Strasbourger’s right to have selected dealers (“Selected Dealers”) in good standing with the National Association of Securities Dealers (“NASD”) participate in the Placement) during the offering period for the Placement herein specified for the purposes of assisting the Company in finding qualified Subscribers. The offering period for the PPO (the “PPO Period”) shall commence January 25, 2005, which is the day the Offering Documents are first made available to the Placement Agent by the Company for delivery in connection with the PPO (the “Delivery Date”) and shall continue until the earlier to occur of: (i) the sale of all of the Debentures; or (ii) April 29, 2005, which is 90 days following the Delivery Date. The day that the PPO Period terminates is hereinafter referred to as the “PPO Termination Date.” The PPO Termination Date may be extended for up to 45 days at the option of the Placement Agent and the Company. (a) On Subject to the basis performance by the Company of all of its obligations to be performed under this Agreement and to the representations, completeness and accuracy of all representations and warranties and agreements of the Company herein contained and subject to all the terms and conditions of in this Agreement, the Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered hereby accepts such agency and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by the Placement Agent, but finding qualified Subscribers. It is understood that the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated has no commitment to disclose sell the identity of any potential purchaser or have any liability to Debentures. Strasbourger’s agency hereunder is not terminable by the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases except upon termination of the IPO Shares, PPO Offering Period. (b) Subscriptions for Debentures shall be evidenced by the Placement Agent execution by Subscribers of a Debenture Purchase Agreement. No Debenture Purchase Agreement shall act solely as an agent of be effective unless and until it is accepted and countersigned by the Company. The Services provided pursuant Placement Agent shall not have any obligation to this independently verify the accuracy or completeness of any information contained in any Debenture Purchase Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●]or the authenticity, 2017sufficiency, or validity of any check delivered by any prospective Subscriber in payment for Debentures. (bc) The Placement Agent will solicit offers for the purchase of the IPO Shares and/or its affiliates may be Subscribers in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by itPlacement.

Appointment of 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 Company Commonwealth is hereby appoints the Placement Agent as the Company’s appointed exclusive placement agent for the IPO Shares to be offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” (subject to solicit offers Commonwealth's right to purchase have selected dealers ("Selected Dealers") in good standing with the IPO Shares from National Association of Securities Dealers ("NASD") participate in the Offering) during the offering periods for the Offering herein specified for the purposes of assisting the Company in finding qualified Subscribers in the Offering. The offering period for the Offering (the "Preferred Offering Period") shall commence on the terms, day the Offering Documents relating thereto are first made available to Commonwealth by the Company for delivery in connection with the offering for sale of the Preferred Units and subject shall continue until the earlier to occur of: (i) the conditions, set forth sale of the Maximum Offering (plus the Preferred Units included in the Prospectus Placement Agent's over- allotment option); or (as defined below)ii) July 31, 2000. The In any event, however, the Placement Agent shall use its reasonable best efforts to close at least $5,000,000 of gross proceeds of the Offering by July 31, 2000. If the Minimum Offering is not sold prior to the end of the Preferred Offering Period, the Offering will be terminated and all funds received from Subscribers will be returned, without interest and without any deduction. The day that the Preferred Offering Period terminates is hereinafter referred to as the "Preferred Termination Date." The Preferred Termination Date may be extended for up to thirty (30) days by mutual agreement of the Placement Agent and the Company. (b) Subject to the performance by the Company in all material respects of its obligations to be performed under this Agency Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agency Agreement, the Placement Agent hereby accepts such agency and agrees to use its best efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by the Placement Agent, but finding qualified Subscribers. It is understood that the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated has no commitment to disclose sell the identity of any potential purchaser or have any liability to Preferred Units. Commonwealth's agency hereunder is not terminable by the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases except upon termination of the IPO Shares, Preferred Offering Period or a material breach by Commonwealth of its obligations hereunder. (c) Subscriptions for Preferred Units shall be evidenced by the Placement Agent execution by Subscribers of a Subscription Agreement. No Subscription Agreement shall act solely as an agent of be effective unless and until it is accepted by the Company. The Services provided pursuant Placement Agent shall not have any obligation to this independently verify the accuracy or completeness of any information contained in any Subscription Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●]or the authenticity, 2017sufficiency, or validity of any check delivered by any prospective investor in payment for Preferred Units. (bd) The Placement Agent will solicit offers for the purchase of the IPO Shares and/or its affiliates may be investors in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by itOffering.

Appointment of Placement Agent. ICP is hereby appointed as exclusive placement agent of the Company (subject to ICP’s right to have foreign dealers (“Selected Dealers”) participate in the Placement) during the “PPO Period” (defined below) for the purposes of assisting the Company in finding qualified Subscribers. The offering period for the PPO (the “PPO Period”) shall commence on the day the Offering Documents are first made available to the Placement Agent by the Company for delivery in connection with the PPO, which is expected to be on or about June 14, 2007 (the “Delivery Date” or the “Commencement Date”) and shall continue until the earlier to occur of: (i) the sale of all of the Shares, or (ii) the close of business on August 26, 2007. The day that the PPO Period expires is hereinafter referred to as the “PPO Termination Date. The PPO Termination Date may be further extended for up to an additional 30 days by mutual agreement of ICP and the Company. (a) On Subject to the basis performance by the Company of all of its obligations to be performed under this Agreement and to the representations, completeness and accuracy of all representations and warranties and agreements of the Company herein contained and subject to all the terms and conditions of in this Agreement, the Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered hereby accepts such agency and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by the Placement Agent, but finding qualified Subscribers. It is understood that the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated has no commitment to disclose sell the identity of any potential purchaser or have any liability to Shares. ICP’s agency hereunder is not terminable by the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases except upon termination of the IPO Shares, PPO Offering Period. (b) Subscriptions for Shares shall be evidenced by the Placement Agent execution by Subscribers of a Subscription Agreement and Questionnaire. No Subscription Agreement shall act solely as an agent of be effective unless and until it is accepted and countersigned by the Company. The Services provided pursuant Placement Agent or the Company shall not have any obligation to this independently verify the accuracy or completeness of any information contained in any Subscription Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●]or the authenticity, 2017sufficiency, or validity of any check delivered by any prospective Subscriber in payment for Shares. (bc) The Placement Agent will solicit offers for and/or its affiliates may be Subscribers in the purchase Placement; provided that said Placement Agent and/or its affiliates satisfy all of the IPO Shares conditions and provide appropriate representations set forth in the Offering at such times Transaction Documents and inform the Company of their intent to be a Subscriber in such amounts as the Placement Agent deem advisable. The Company shall have at least 15 days prior to the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by itPPO Termination Date.

Appointment of Placement Agent. (a) On the basis of the representations, written and documented representations and warranties and agreements of the Company herein contained provided herein, and subject to all the terms and conditions of this Agreementset forth herein, the Company hereby appoints the Placement Agent is hereby appointed as a Placement Agent of the Company during the Offering Period (as defined in Section 1(b) below) to assist the Company in finding qualified subscribers for the Offering. The Placement Agent may offer the securities through other broker-dealers who are FINRA members (collectively, the “Sub Agents”), and the Placement Agent may reallow all or a portion of the Broker Compensation (as defined in Section 3(b) below) it receives to such other Sub Agents or pay a finders or consultant fee as allowed by applicable law; provided, however, that the engagement of any such Sub Agent will be subject to the written consent of the Company’s exclusive placement agent , which shall not be unreasonably withheld, conditioned or delayed. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform the services hereunder diligently, in good faith, in a professional and businesslike manner and in compliance with applicable law and to use its reasonable best efforts to assist the Company in finding subscribers for the IPO Shares to be offered and sold securities who qualify as “Accredited Investors,” as such term is defined in Rule 501(a) of Regulation D (“Regulation D”) as promulgated by the Company pursuant to a registration statement filed United States Securities and Exchange Commission (the “SEC”) under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No). 333-204811)The Placement Agent has no obligation to purchase any of the securities or sell any securities. Unless sooner terminated in accordance with this Agreement, and the engagement of the Placement Agent agrees to act as hereunder shall continue until the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part later of the IPO Shares of Termination Date or the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus Final Closing (as defined below). The Offering is for the private placement of up to Fourteen Million Dollars ($14,000,000) (the “Offering Amount”) from the sale of (i) an aggregate of 9,335,553 shares of the Company’s common stock (the “Common Stock”), par value $0.0001 per share (each a “Share”), (ii) Series E warrants to purchase up to an aggregate of 9,335,553 shares of Common Stock, with a term of one (1) year from the effectiveness of the registration statement and an exercise price equal to $2.1275 (the “Series E Warrants”), and (iii) Series F warrants to purchase up to an aggregate of 9,335,553 shares of Common Stock, with a term of five (5) years from the date of issuance and an exercise price of $1.725 (the “Series F Warrants” and collectively with the Shares and the Series E Warrants, the “Securities”). Each Share, Series E Warrant and Series F Warrant will be sold together for an aggregate purchase price of $1.50. (b) Placement of the Securities by the Placement Agent shall use its will be made on a reasonable best efforts basis. The Company agrees and acknowledges that the Placement Agent is not acting as an underwriter with respect to assist the Offering, and the Company shall determine the purchasers in obtaining performance the Offering in its sole discretion. The Securities will be offered by each Purchaser whose the Company to potential subscribers, which may include related parties of the Placement Agent or the Company through January 20, 2021, which date may be extended by the mutual agreement of the Company and the Placement Agent (including extensions, the “Offering Period”). The date on which the Offering is terminated shall be referred to as the “Termination Date”. (c) The Company shall only offer Securities to purchase IPO Shares has been solicited and accept subscriptions from or sell Securities to persons or entities that qualify as (or are reasonably believed to be) Accredited Investors. (d) The offering of Securities will be made by the Placement Agent on behalf of the Company solely pursuant to the terms of this Agreement and the Securities Purchase Agreement (as defined below), the Series E Warrants, the Series F Warrants, a Registration Rights Agreement (together with any exhibits and supplements thereto and any documents attached thereto or incorporated by reference therein, the “Subscription Documents”), which at all times will be in form and substance reasonably acceptable to the Company and its counsel and the Placement Agent and their counsels. (e) With respect to the Offering, the Company shall provide the Placement Agent, but on terms set forth herein, the right to offer not more than One Million Dollars ($1,000,000) of Securities being offered during the Offering Period. The maximum allocations set forth immediately above may be increased or decreased upon the mutual agreement of the Company and the Placement Agent Agent. It is understood that no sale shall not, except be regarded as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of effective unless and until accepted by the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●]Company may, 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the its sole right to discretion, accept offers to purchase IPO Shares and may reject any such offeror reject, in whole or in part, any prospective investment in the Securities or allot to any prospective subscriber less than the dollar amount of Securities that such subscriber desires to purchase. The Purchases of Securities may be made by the Placement Agent may retain other brokers or dealers and any selected Sub Agents and their respective officers, directors, employees and affiliates and by the officers, directors, employees and affiliates of the Company (collectively, the “Affiliates”) for the Offering, and such purchases will be made by the Affiliates based solely upon the same information that is provided to act as sub-agents on its behalf the investors in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by itOffering.

Appointment of 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 Company hereby appoints the The Placement Agent as the Company’s is hereby appointed exclusive placement agent for the IPO Shares to be offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and (subject to the conditionsPlacement Agent's right to have Selected Agents, set forth as defined in Section 1(c) hereof, participate in the Prospectus (as defined below)Offering) during the Offering Period herein specified for the purposes of assisting the Company in obtaining indications of interest from qualified Purchasers. The Placement Agent shall not be deemed an agent of the Company for any other purpose. (b) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the completeness and accuracy of all representations and warranties of the Company contained in this Agreement, the Placement Agent hereby accepts such agency and agrees to use its reasonable best efforts to assist the Company in obtaining performance by each Purchaser whose offer indications of interest from Purchasers pursuant to the Offering. It is understood that the Placement Agent has no obligation to sell the Shares, but only to use its best efforts to obtain indications of interest therefor. Furthermore, it is understood that neither the Placement Agent nor any of its affiliates are under any obligation to purchase IPO any Shares has been solicited in the Offering. The Placement Agent's agency hereunder is not terminable by the Company prior to the Termination Date except as set forth in Section 8(g). (c) The Placement Agent may engage other persons, selected by it in its sole discretion, who are members of the National Association of Securities Dealers, Inc., ("NASD") or who are located outside the United States and that have executed a Selected Agents' Agreement (each such person being hereinafter referred to as a "Selected Agent, but ") and the Placement Agent may allow such persons such part of the compensation and payment of expenses payable to the Placement Agent hereunder as the Placement Agent shall notdetermine; provided, except as otherwise provided in this Agreementhowever, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event that any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent compensation shall be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided received pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017 (bSection 4(m) The Placement Agent will solicit offers for the purchase of the IPO Shares in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by ithereof.

Appointment of Placement Agent. (a) On the basis of the representations, written and documented representations and warranties and agreements of the Company herein contained provided herein, and subject to all the terms and conditions set forth herein, the Placement Agent is hereby appointed as an exclusive Placement Agent of the Company during the Offering Period (as defined in Section 1(b) below) to assist the Company in finding qualified subscribers for the Offering. The Placement Agent may assist the Company to sell the Bridge Notes through other broker-dealers who are FINRA members (collectively, the “Sub Agents”) and may reallow all or a portion of the Placement Agent Fees (as defined in Section 3(b) below) it receives to such other Sub Agents or pay a finders or consultant fee to such other Sub Agents as allowed by applicable law. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform the services hereunder diligently and in good faith and in a professional and businesslike manner and in compliance with applicable law and to use its reasonable best efforts to assist the Company in finding subscribers for the Bridge Notes who qualify as “accredited investors,” as such term is defined in Rule 501(a) of Regulation D (as defined in Section 1(c) below). The Placement Agent has no obligation to purchase any of the Bridge Notes or sell any Bridge Notes. Unless sooner terminated in accordance with this Agreement, the Company hereby appoints engagement of the Placement Agent hereunder shall continue until the later of the Termination Date (as defined in Section 1(b) below) or the Final Closing (as defined in Section 4(e) below). The Offering is currently anticipated to be the private placement of a maximum of gross proceeds of Three Million Dollars ($3,000,000) (the “Maximum Amount”), subject to increase upon mutual agreement by the Company and the Placement Agent, through the sale of the Bridge Notes, which are convertible into units of the Company’s exclusive placement agent securities (the “Units”), each Unit consisting of one (1) share (the “Unit Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and a warrant (the “Unit Warrants”) to purchase one (1) share of Common Stock for every share of Common Stock received upon conversion (the IPO Shares “Unit Warrant Shares”) at an exercise price equal to 125% of the price at which the Company’s equity securities are sold in Qualified Offering (as defined below). The offering price per Bridge Note is par (100%) (the “Offering Price”). The minimum subscription is Twenty Five Thousand Dollars ($25,000), provided, however, that subscriptions in lesser amounts may be offered and sold accepted by the Company in its sole discretion. The Bridge Notes will be an obligation of the Company that will bear interest at the rate of twelve percent (12%) per annum and will mature on the date that is six (6) months from the date of issuance, subject to earlier conversion as described below. The interest on the Bridge Notes shall be accrued and shall be payable at maturity. The Bridge Notes will be secured by a security interest in and lien on all now owned or hereafter acquired assets and property, real and personal, of the Company and its subsidiaries, including the Company’s intellectual property pursuant to the Security Agreement by and between the Company and the subscribers in the Offering (the “Security Agreement”). Except as put forth in the Subscription Documents, as defined below, the security interest in and liens on all assets and property of the Company will be a registration statement filed first priority security interest and will be senior to all existing indebtedness of the Company. Mandatory conversion of the principal amount of the Notes, and any accrued and unpaid interest, into Units following a qualified offering (a “Qualified Offering”) of at least Fifteen Million Dollars ($15,000,000) (including the capital raised in this Offering) in equity securities or securities convertible into or exercisable for equity securities (“Equity Financing Securities”), at a conversion price per Unit equal to the lesser of 80% of (a) the price per share of the Equity Financing Securities sold in the Qualified Offering, or (b) $2.00 (the “Mandatory Conversion”). (b) The Placement Agent is engaged to raise a Maximum Amount of Three Million Dollars ($3,000,000) of Bridge Notes, subject to increase upon mutual agreement by the Company and the Placement Agent, on a reasonable best efforts basis. The Company agrees and acknowledges that the Placement Agent is not acting as an underwriter with respect to the Offering and the Company shall determine the purchasers in the Offering in its sole discretion. The Bridge Notes will be offered by the Company to potential subscribers, which may include related parties of the Placement Agent or the Company, until the later of (a) such time as the Maximum Amount is sold or (b) May 31, 2016, subject to a thirty (30) day extension if agreed to by the Company and the Placement Agent (the “Offering Period”). The date on which the Offering is terminated shall be referred to as the “Termination Date”. The closing of the Offering may be held up to ten days after the Termination Date. (c) The Company shall only offer securities to and accept subscriptions from or sell Bridge Notes to, persons or entities that qualify as (or are reasonably believed to be) “accredited investors,” as such term is defined in Rule 501(a) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), or to persons or entities that are not a “U.S. Persons” as that term is defined in Rule 902(k) of Regulation S (“Regulation S”) as promulgated by the SEC under the Act. (d) The offering of Bridge Notes will be made by the Placement Agent on behalf of the Company solely pursuant to the Securities Purchase Agreement by and between the Company and the subscribers in the Offering (the “Securities Purchase Agreement”) and the Exhibits to the Securities Purchase Agreement, including, but not limited to, and to the extent applicable, the Investor Term Sheet (the “Investor Term Sheet”), the Security Agreement, the Bridge Note, and any documents, agreements, supplements and additions thereto (collectively, the “Subscription Documents”), which at all times will be in form and substance reasonably acceptable to the Company and the Placement Agent agrees to act and their respective counsel and contain such legends and other information as the Company’s exclusive placement agent. Pursuant to this appointment, Company and the Placement Agent will solicit offers for and their respective counsel, may, from time to time, deem necessary and desirable to be set forth therein. (e) With respect to the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of provide the Placement Agent, solicit or accept offers on terms set forth herein, the right to purchase offer and sell up to the Securities other than through Maximum Amount of available Bridge Notes being offered during the Placement Agent. The Company acknowledges that the Placement Agent will act as Offering Period (subject to prior offer and agent sale of some of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined belowBridge Notes). The Placement Agent It is understood that no sale shall use its reasonable efforts to assist the Company in obtaining performance be regarded as effective unless and until accepted by each Purchaser whose offer to purchase IPO Shares has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●]Company may, 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the its sole right to discretion, accept offers to purchase IPO Shares and may reject any such offeror reject, in whole or in part, any prospective investment in the Bridge Notes or allot to any prospective subscriber less than the number of Bridge Notes that such subscriber desires to purchase. The Purchases of Bridge Notes may be made by the Placement Agent may retain other brokers or dealers to act as sub-agents on and its behalf in connection with selected Sub Agents and their respective officers, directors, employees and affiliates and by the officers, directors, employees and affiliates of the Company (collectively, the “Affiliates”) for the Offering and may pay any sub-agent a solicitation fee with respect such purchases will be made by the Affiliates based solely upon the same information that is provided to any IPO Shares placed by itthe investors in the Offering.

Appointment of Placement Agent. (a) On the basis of the representations, warranties and agreements You are hereby appointed exclusive Placement Agent of the Company during the offering period herein contained and subject to all specified (the terms and conditions "Offering Period") for the purposes of this Agreement, assisting the Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered and sold by the Company pursuant to on a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers "best efforts" basis in finding qualified Subscribers for the purchase of or attempt Securities and to place all or part of the IPO Shares of identify potential sources to engage in Other Financing transactions with the Company in connection with the proposed Offering. Until The Offering Period shall commence on the final closing date of delivery and acceptance by the Placement Agent of the Memorandum ("Commencement Date") and shall continue until the earlier to occur of (i) the sale of the Minimum Amount; or earlier upon termination of this Agreement pursuant (ii) 70 days from the Commencement Date (as the same may be extended by the Placement Agent for an additional 60 days or another period to Section 5 hereof, the Company shall not, without the prior written be determined by mutual consent of the Placement Agent, solicit or accept offers Agent and the Company). If the Minimum Amount is not sold prior to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent end of the Company Offering Period, the Offering will be terminated and use its reasonable “best efforts” to solicit offers to purchase all funds received from Subscribers and held in a special non-interest bearing account (the IPO Shares from "Account") at Republic National Bank, New York, New York (the Company on the terms"Bank") will be returned, without deduction or accrued interest thereon. You hereby accept such agency and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts agree to assist the Company in obtaining performance finding qualified Subscribers for the purchase of Securities and to identify potential sources to engage in Other Financing transactions with the Company in connection with the Offering. Your agency hereunder is not terminable by each Purchaser whose offer to purchase IPO Shares has been solicited by the Company except upon termination of the Offering or as otherwise set forth herein. As part of the Placement Agent, but 's exclusive representation of the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability Company with respect to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO SharesOffering, the Placement Agent shall act solely as an agent assist the Company in identifying potential investors and sources of Other Financing and shall on behalf of the Company, contact such potential investors and other potential investors as the Company may designate. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●]In addition, 2017 (b) The Placement Agent will solicit offers for the purchase of the IPO Shares in the Offering at such times and in such amounts as the Placement Agent deem advisableshall assist the Company in structuring, negotiating and effecting the Offering. The Company agrees that, during the course of the engagement hereunder, neither it, nor any of its management, nor any of its affiliates, shall have the sole right initiate any discussions with third parties with respect to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering and may pay to the extent any sub-agent a solicitation fee with respect of such persons receives an inquiry from any third parties concerning the Offering or any other financing related to any IPO Shares placed by itthe Company, they will promptly identify to the Placement Agent the name of such person and the date of such initial contact.

Appointment of Placement Agent. (a) On the basis of the representations, warranties and agreements You are hereby appointed exclusive Placement Agent of the Company herein contained and (subject to subsection (f) below and your right, with the Company's consent (which consent shall not be unreasonably withheld), to have selected dealers ("Selected Dealers") which are either (i) in good standing with the National Association of Securities Dealers ("NASD") or (ii) foreign banks, brokers, dealers or other institutions not eligible for membership in the NASD, participate in the Placement) for the purposes of assisting the Company in finding qualified Subscribers for the Placement. The Company agrees that CIBC World Markets Inc. ("CIBC") and Canaccord Capital Corporation ("Canaccord"), or their respective affiliates, may act as Selected Dealers in connection with the Placement. The offering period for the Placement (the "Offering Period") shall commence on the date the Memorandum is delivered to the Placement Agent and shall continue until five business days following the date of the Special Meeting (as defined in Section 4(k) hereof) (the "Termination Date"). (b) Subject to the performance by the Company of all of its obligations to be performed under this Agreement and to the terms completeness and conditions accuracy of all representations and warranties of the Company contained in this Agreement, the Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered hereby accepts such agency and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by finding qualified Subscribers for the Placement AgentPlacement. Except for the foregoing, but it is understood that the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated has no commitment to disclose sell the identity of any potential purchaser Special Warrants or have any liability the Units. (c) Your agency hereunder is not terminable by the Company prior to the Termination Date except upon the earlier of (i) expiration of the Offering Period or (ii) the decision of the Company in the event any such purchase is not consummated for any reason. Under no circumstances will or the Placement Agent not to proceed with the Placement in accordance with Section 4(b)(iii) of this Agreement. (d) Subscriptions for Special Warrants shall be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases evidenced by the execution by Subscribers of the IPO SharesSubscription Agreement. No Subscription Agreement shall be effective unless and until it is accepted by the Company and the Company shall have control over, and the right to reject any, subscriptions, subject to the provisions of subsection (g) below. The Placement Agent shall act solely as an agent not have any obligation to independently verify the accuracy or completeness of any information contained in any Subscription Agreement or the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●]authenticity, 2017sufficiency, or validity of any check delivered by any prospective investor in payment for Special Warrants. (be) The Placement Agent will solicit offers for the purchase of the IPO Shares and/or its affiliates may be investors in the Offering at such times and in such amounts as the Placement Agent deem advisable. Placement. (f) The Company shall have the sole right may enter into agreements with CIBC and Canaccord, or their respective affiliates, to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act either serve as subco-placement agents on its behalf in connection with the Offering and may Placement or to raise up to $5,000,000 on terms not more favorable than those of the Placement. (g) The Company agrees to either (i) accept proper subscriptions from investors introduced to the Company by the Placement Agent (the "Commonwealth Investors") representing no less than the greater of (x) 60 Special Warrants or (y) 60% of the total number of Special Warrants sold in the Placement or (ii) provided proper subscriptions from Commonwealth Investors have been received, pay any sub-agent a solicitation fee with respect to any IPO Shares placed by itthe Placement Agent the full compensation provided for in Section 3(d) as if the Company had accepted such subscriptions (including reimbursement of the Placement Agent Expenses (as defined herein)).