Common use of Certain Covenants, Representations and Warranties of Client Clause in Contracts

Certain Covenants, Representations and Warranties of Client. a. In connection with Financial Adviser’s activities hereunder, Client will cooperate with Financial Adviser and provide it reasonable access to the officers, directors, employees and Advisers of Client, and furnish to Financial Adviser all information and data regarding the business and financial condition of Client that the Financial Adviser deems appropriate for purposes of the Regulation A Offering (the “Information”). b. The Client represents and warrants that: (i) as of each date of offer of the Securities and each date of closing of the Regulation A Offering, the Regulation A Offering Materials will be complete and correct in all material respects and, except for those statements for which written supplemental corrections or additions have been made or given to the investors participating in such closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; any (ii) any projected financial information or other forward-looking information which the Client provides to Financial Adviser will be made by Client in good faith, based on management’s best estimates at the time and based on facts and assumptions, which management believes are reasonable. A full management’s discussion of the underlying assumptions and risks relating to not achieving such projections will accompany all such projections. c. The Client acknowledges and agrees that Financial Adviser, in rendering its services hereunder: (i) will be using and relying on the Information provided by Client (as well as information available from public sources and other sources deemed reliable by Financial Adviser) without independent investigation or verification thereof or independent appraisal or evaluation of the Client, or its respective subsidiaries or affiliates, or any of their respective businesses or assets; (ii) is authorized to transmit to any Potential Investor the Regulation A Offering Materials and forms of subscription agreements and any other legal documentation supplied to Financial Adviser for transmission to any Potential Investor by or on behalf of the Client in connection with the Regulation A Offering; and (iii) does not and will not assume responsibility for the accuracy or completeness of the Regulation A Offering Materials or any Information or other Information regarding the Client. Financial Adviser reserves the right to investigate and independently verify the Client’s representations and claims. d. Client will be solely responsible for the contents of the Regulation A Offering Materials (as amended and supplemented and including any information incorporated therein by reference). e. If at any time prior to the completion of the offer and sale of the Securities an event occurs or circumstance exists and the Regulation A Offering Materials (as then amended and supplemented) includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Client will promptly notify Financial Adviser of such event and Financial Adviser will suspend solicitations of prospective purchasers of the Securities until such time as Client shall prepare (and Client agrees that, if it shall have notified Financial Adviser to suspend solicitations after Client has accepted orders from prospective purchasers, it will promptly prepare) a supplement or amendment to the Regulation A Offering Materials which corrects such statement(s) or omission(s). f. The Client acknowledges and agrees that (i) any advice rendered or material provided by Financial Adviser during the term of this Agreement or during the Regulation A Offering process was and is intended solely for the benefit and confidential use of the Client and will not be reproduced, summarized, described or referred to or given to any other person or entity for any purpose without Financial Adviser’s prior written consent; (ii) Financial Adviser will act as an independent contractor and is being retained solely to assist Client in its efforts to effect the Regulation A Offering; (iii) Financial Adviser is not and will not be construed as a fiduciary of the Client and will have no duties or liabilities to the equity holders or creditors of the Client or to any other person or entity by virtue of this Agreement, and the retention of Financial Adviser hereunder, all of which duties and liabilities are hereby expressly waived; (iv) Financial Adviser does not provide legal, accounting and/or tax advice and Client agrees to retain its own counsel concerning any necessary legal, accounting and tax matters; and (v) nothing contained herein shall be construed to obligate Financial Adviser to purchase, as principal, any of the securities offered in the Regulation A Offering. g. The Client represents and warrants to Financial Adviser that there are no brokers, representatives, or other persons which have an interest in compensation due to Financial Adviser from any transaction contemplated herein. h. The Client represents to Financial Adviser that it has not taken, and agrees that it will not take, any action, directly or indirectly, so as to cause the Regulation A Offering to fail to be entitled to the exemption from registration afforded by Regulation A+ of Section 401 of the JOBS Act Section 3(b), as amended. In effecting the Regulation A Offering, the Client agrees to comply in all material respects with applicable provisions of the Securities Act of 1933 (the “Securities Act”) and any regulations thereunder and any applicable state laws and requirements, as well as any federal, state or foreign judicial decisions or opinions related thereto. i. The Client represents and warrants that it does not and will not make any sale of the Securities with a view to distribution of the Securities (until such Securities become appropriately registered), and that this Regulation A Offering does not and shall not violate any federal, state, local, foreign or other laws, rules, regulations or interpretations, including those rules, regulations and interpretations of the SEC, IRS, FINRA and any other self-regulatory organization or domestic or foreign governmental agency or entity. j. The Client will not at any time during the term of this engagement, or for a period of six months following completion of the placement of Securities contemplated hereby, make any reference publicly to the transactions contemplated hereby, by way of the issuance of a press release, the placement of an advertisement or otherwise, without the prior consent of Financial Adviser. k. The Client will provide copies to Financial Adviser of any current or previous filings with the SEC in the last twelve (12) months from the date of this letter. l. Client will collect and maintain investor funds in a segregated account and will treat investor funds in a manner consistent with the description in the Materials. Client will not remove (or permit the removal of) investor funds from Client’s segregated account without the express consent of the Financial Advisor m. The Client will take such action as is necessary to qualify the Securities for offer and sale under the securities laws of such states and other jurisdictions of the United States (including but not limited to Federal) and foreign jurisdictions as may be legally required. n. The Client agrees (i) that any subscription or other similar agreement pursuant to which Securities are sold shall be in form and substance reasonably satisfactory to Financial Adviser and its counsel, shall comply with all applicable federal, state and foreign laws, rules and regulations and such other terms and conditions as are customary for private placement transactions of securities of such nature (or registration statements), and shall contain a representation and warranty of the Potential Investor for the benefit of Financial Adviser to the effect that the Potential Investor has conducted its own due diligence and not relied on any representation or statement made by Financial Adviser in connection with making its investment decision and (ii) to provide a copy of such executed document to Financial Adviser promptly following the execution and delivery thereof by Potential Investor. The Client agrees that any representations and warranties made by it to any investor in the Regulation A Offering shall be deemed also to be made to Financial Adviser for its benefit.

Certain Covenants, Representations and Warranties of Client. a. In connection with Financial Adviser’s activities hereunder, Client will cooperate with Financial Adviser and provide it reasonable access to the officers, directors, employees and Advisers of Client, and furnish to Financial Adviser all information and data regarding the business and financial condition of Client that the Financial Adviser deems appropriate for purposes of the Regulation A Offering (the “Information”). b. The Client represents and warrants that: (i) as of each date of offer of the Securities and each date of closing of the Regulation A Offering, the Regulation A Offering Materials will be complete and correct in all material respects and, except for those statements for which written supplemental corrections or additions have been made or given to the investors participating in such closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; any (ii) any projected financial information or other forward-looking information which the Client provides to Financial Adviser will be made by Client in good faith, based on management’s best estimates at the time and based on facts and assumptions, which management believes are reasonable. A full management’s discussion of the underlying assumptions and risks relating to not achieving such projections will accompany all such projections. c. The Client acknowledges and agrees that Financial Adviser, in rendering its services hereunder: (i) will be using and relying on the Information provided by Client (as well as information available from public sources and other sources deemed reliable by Financial Adviser) without independent investigation or verification thereof or independent appraisal or evaluation of the Client, or its respective subsidiaries or affiliates, or any of their respective businesses or assets; (ii) is authorized to transmit to any Potential Investor the Regulation A Offering Materials and forms of subscription agreements and any other legal documentation supplied to Financial Adviser for transmission to any Potential Investor by or on behalf of the Client in connection with the Regulation A Offering; and (iii) does not and will not assume responsibility for the accuracy or completeness of the Regulation A Offering Materials or any Information or other Information regarding the Client. Financial Adviser reserves the right to investigate and independently verify the Client’s representations and claims. d. Client will be solely responsible for the contents of the Regulation A Offering Materials (as amended and supplemented and including any information incorporated therein by reference). e. If at any time prior to the completion of the offer and sale of the Securities an event occurs or circumstance exists and the Regulation A Offering Materials (as then amended and supplemented) includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Client will promptly notify Financial Adviser of such event and Financial Adviser will suspend solicitations of prospective purchasers of the Securities until such time as Client shall prepare (and Client agrees that, if it shall have notified Financial Adviser to suspend solicitations after Client has accepted orders from prospective purchasers, it will promptly prepare) a supplement or amendment to the Regulation A Offering Materials which corrects such statement(s) or omission(s). f. The Client acknowledges and agrees that (i) any advice rendered or material provided by Financial Adviser during the term of this Agreement or during the Regulation A Offering process was and is intended solely for the benefit and confidential use of the Client and will not be reproduced, summarized, described or referred to or given to any other person or entity for any purpose without Financial Adviser’s prior written consent; (ii) Financial Adviser will act as an independent contractor and is being retained solely to assist Client in its efforts to effect the Regulation A Offering; (iii) Financial Adviser is not and will not be construed as a fiduciary of the Client and will have no duties or liabilities to the equity holders or creditors of the Client or to any other person or entity by virtue of this Agreement, and the retention of Financial Adviser hereunder, all of which duties and liabilities are hereby expressly waived; (iv) Financial Adviser does not provide legal, accounting and/or tax advice and Client agrees to retain its own counsel concerning any necessary legal, accounting and tax matters; and (v) nothing contained herein shall be construed to obligate Financial Adviser to purchase, as principal, any of the securities offered in the Regulation A Offering. g. The Client represents and warrants to Financial Adviser that there are no brokers, representatives, or other persons which have an interest in compensation due to Financial Adviser from any transaction contemplated herein. h. The Client represents to Financial Adviser that it has not taken, and agrees that it will not take, any action, directly or indirectly, so as to cause the Regulation A Offering to fail to be entitled to the exemption from registration afforded by Regulation A+ of Section 401 of the JOBS Act Section 3(b), as amended. In effecting the Regulation A Offering, the Client agrees to comply in all material respects with applicable provisions of the Securities Act of 1933 (the “Securities Act”) and any regulations thereunder and any applicable state laws and requirements, as well as any federal, state or foreign judicial decisions or opinions related thereto. i. The Client represents and warrants that it does not and will not make any sale of the Securities with a view to distribution of the Securities (until such Securities become appropriately registered), and that this Regulation A Offering does not and shall not violate any federal, state, local, foreign or other laws, rules, regulations or interpretations, including those rules, regulations and interpretations of the SEC, IRS, FINRA and any other self-regulatory organization or domestic or foreign governmental agency or entity. j. The Client will not at any time during the term of this engagement, or for a period of six months following completion of the placement of Securities contemplated hereby, make any reference publicly to the transactions contemplated hereby, by way of the issuance of a press release, the placement of an advertisement or otherwise, without the prior consent of Financial Adviser. k. The Client will provide copies to Financial Adviser of any current or previous filings with the SEC in the last twelve (12) months from the date of this letter. l. Client will collect and maintain investor funds in a segregated account and will treat investor funds in a manner consistent with the description in the Materials. Client will not remove (or permit the removal of) investor funds from Client’s segregated account without the express consent of the Financial AdvisorAdviser. m. The Client will take such action as is necessary to qualify the Securities for offer and sale under the securities laws of such states and other jurisdictions of the United States (including but not limited to Federal) and foreign jurisdictions as may be legally required. n. The Client agrees (i) that any subscription or other similar agreement pursuant to which Securities are sold shall be in form and substance reasonably satisfactory to Financial Adviser and its counsel, shall comply with all applicable federal, state and foreign laws, rules and regulations and such other terms and conditions as are customary for private placement transactions of securities of such nature (or registration statements), and shall contain a representation and warranty of the Potential Investor for the benefit of Financial Adviser to the effect that the Potential Investor has conducted its own due diligence and not relied on any representation or statement made by Financial Adviser in connection with making its investment decision and (ii) to provide a copy of such executed document to Financial Adviser promptly following the execution and delivery thereof by Potential Investor. The Client agrees that any representations and warranties made by it to any investor in the Regulation A Offering shall be deemed also to be made to Financial Adviser for its benefit.

Certain Covenants, Representations and Warranties of Client. a. (a) In connection with Financial Adviser’s Placement Agent's activities hereunder, Client will cooperate with Financial Adviser Placement Agent and provide it reasonable access to the officers, directors, employees and Advisers advisers of Client, and furnish to Financial Adviser Placement Agent all information and data regarding the business and financial condition of Client that the Financial Adviser Placement Agent deems appropriate for purposes of the Regulation A Offering (the “Information”). b. (b) The Client represents and warrants that: : (i) as of each date of offer of the Securities and each date of closing of the Regulation A Offering, the Regulation A Offering Materials will be complete and correct in all material respects and, except for those statements for which written supplemental corrections or additions have been made or given to the investors participating in such closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; any and (ii) any projected financial information or other forward-looking information which the Client provides to Financial Adviser Placement Agent will be made by Client in good faith, based on management’s 's best estimates at the time and based on facts and assumptions, assumptions which management believes are reasonable. A full management’s written discussion by management of the underlying assumptions and risks relating to not achieving such projections will accompany all such projections. c. (c) The Client acknowledges and agrees that Financial AdviserPlacement Agent, in rendering its services hereunder: : (i) will be using and relying on the Information provided by Client (as well as information available from public sources and other sources deemed reliable by Financial AdviserPlacement Agent) without independent investigation or verification thereof or independent appraisal or evaluation of the Client, or its respective subsidiaries or affiliates, or any of their respective businesses or assets; ; (ii) is authorized to transmit to any Potential Investor the Regulation A Offering Materials and forms of subscription agreements and any other legal documentation supplied to Financial Adviser Placement Agent for transmission to any Potential Investor by or on behalf of the Client in connection with the Regulation A Offering; and and (iii) does not and will not assume responsibility for the accuracy or completeness of the Regulation A Offering Materials or any Information or other Information regarding the Client. Financial Adviser reserves Placement Agent does, however, reserve the right to investigate and independently verify the Client’s representations and claims. d. . Client will be solely responsible for the contents of the Regulation A Offering Materials (as amended and supplemented and including any information incorporated therein by reference). e. (d) If at any time prior to the completion of the offer and sale of the Securities an event occurs or circumstance exists and the Regulation A Offering Materials (as then amended and supplemented) includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Client will promptly notify Financial Adviser Placement Agent of such event and Financial Adviser Placement Agent will suspend solicitations of prospective purchasers of the Securities until such time as Client shall prepare (and Client agrees that, if it shall have notified Financial Adviser Placement Agent to suspend solicitations after Client has accepted orders from prospective purchasers, it will promptly prepare) a supplement or amendment to the Regulation A Offering Materials which corrects such statement(s) or omission(s). f. (e) The Client acknowledges and agrees that (i) any advice rendered or material provided by Financial Adviser Placement Agent during the term of this Agreement or during the Regulation A Offering process was and is intended solely for the benefit and confidential use of the Client and will not be reproduced, summarized, described or referred to or given to any other person or entity for any purpose without Financial Adviser’s Placement Agent's prior written consent; (ii) Financial Adviser Placement Agent will act as an independent contractor and is being retained solely to assist Client in its efforts to effect the Regulation A Offering; (iii) Financial Adviser Placement Agent is not and will not be construed as a fiduciary of the Client and will have no duties or liabilities to the equity holders or creditors of the Client or to any other person or entity by virtue of this Agreement, and the retention of Financial Adviser Placement Agent hereunder, all of which duties and liabilities are hereby expressly waived; (iv) Financial Adviser Placement Agent does not provide legal, accounting and/or tax advice and Client agrees to retain its own counsel concerning any necessary legal, accounting and tax matters; and (v) nothing contained herein shall be construed to obligate Financial Adviser Placement Agent to purchase, as principal, any of the securities Securities offered in the Regulation A Offering. g. (f) The Client represents and warrants to Financial Adviser Placement Agent that there are no brokers, representatives, representatives or other persons (outside of those contemplated by this Agreement), which have an interest in compensation due to Financial Adviser Placement Agent from any transaction contemplated herein. h. (g) The Client represents to Financial Adviser Placement Agent that it has not knowingly taken, and agrees that it will not knowingly take, any action, directly or indirectly, so as to cause the Regulation A Offering to fail to be entitled to the exemption from registration afforded by Regulation A+ of under Section 401 of the JOBS Act and Section 3(b)) of the Securities Act of 1933, as amendedamended (the “Securities Act”). In effecting the Regulation A Offering, the Client agrees to comply in all material respects with applicable provisions of the Securities Act of 1933 (the “Securities Act”) and any rules or regulations thereunder and any applicable state laws and requirements, as well as any federal, state or foreign judicial decisions or opinions related thereto. i. (h) The Client represents and warrants that it does not and will not make any sale of the Securities with a view to distribution of the Securities (until such Securities become appropriately registered), and that this Regulation A Offering does not and shall not violate any federal, state, local, foreign or other laws, rules, regulations or interpretations, including those rules, regulations and interpretations of the SEC, IRS, FINRA and any other self-regulatory organization or domestic or foreign governmental agency or entity. j. (i) The Client will not at any time during the term of this engagementAgreement, or for a period of six (6) months following completion of the placement of Securities contemplated hereby, make any reference publicly to the transactions contemplated hereby, by way of the issuance of a press release, the placement of an advertisement or otherwise, without the prior consent of Financial AdviserPlacement Agent. k. (j) The Client will provide copies to Financial Adviser Placement Agent of any current or previous filings with the SEC in the last twelve (12) months from the date of this letter. l. Client will collect and maintain investor funds in a segregated account and will treat investor funds in a manner consistent with the description in the Materials. Client will not remove (or permit the removal ofk) investor funds from Client’s segregated account without the express consent of the Financial Advisor m. The Client will take such action as is necessary to qualify the Securities for offer and sale under the securities laws of such states and other jurisdictions of the United States (including but not limited to Federalfederal) and foreign jurisdictions as may be legally required. n. (l) The Client agrees (i) that any subscription or other similar agreement pursuant to which Securities are sold shall be in form and substance reasonably satisfactory to Financial Adviser Placement Agent and its counsel, shall comply with all applicable federal, state and foreign laws, rules and regulations and such other terms and conditions as are customary for private placement Regulation A+ transactions of securities of such nature (or registration statements), and shall contain a representation and warranty of the Potential Investor for the benefit of Financial Adviser Placement Agent to the effect that the Potential Investor has conducted its own due diligence and not relied on any representation or statement made by Financial Adviser Placement Agent in connection with making its investment decision and (ii) to provide a copy of such executed document to Financial Adviser Placement Agent promptly following the execution and delivery thereof by Potential Investor. The Client agrees that any representations and warranties made by it to any investor Potential Investor in the Regulation A Offering shall be deemed also to be made to Financial Adviser Placement Agent for its benefit.

Certain Covenants, Representations and Warranties of Client. a. (a) In connection with Financial Adviser’s 's activities hereunder, Client will cooperate with Financial Adviser and provide it reasonable access to the officers, directors, employees and Advisers of Client, and furnish to Financial Adviser all information and data regarding the business and financial condition of Client that the Financial Adviser deems appropriate for purposes of the Regulation A Offering Private Placement (the “Information”). b. (b) The Client represents and warrants that: : (i) as of each date of offer of the Securities and each date of closing of the Regulation A OfferingPrivate Placement, the Regulation A Offering Private Placement Materials will be complete and correct in all material respects and, except for those statements for which written supplemental corrections or additions have been made or given to the investors participating in such closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; any and (ii) any projected financial information or other forward-looking information which the Client provides to Financial Adviser will be made by Client in good faith, based on management’s 's best estimates at the time and based on facts and assumptions, which management believes are reasonable. A full management’s discussion of the underlying assumptions and risks relating to not achieving such projections will accompany all such projections. c. (c) The Client acknowledges and agrees that Financial Adviser, in rendering its services hereunder: (i) : i. will be using and relying on the Information provided by Client (as well as information available from public sources and other sources deemed reliable by Financial Adviser) without independent investigation or verification thereof or independent appraisal or evaluation of the Client, or its respective subsidiaries or affiliates, or any of their respective businesses or assets; (; ii) . is authorized to transmit to any Potential Investor the Regulation A Offering Private Placement Materials and forms of subscription agreements and any other legal documentation supplied to Financial Adviser for transmission to any Potential Investor by or on behalf of the Client in connection with the Regulation A OfferingPrivate Placement; and (and iii) . does not and will not assume responsibility for the accuracy or completeness of the Regulation A Offering Private Placement Materials or any Information or other Information regarding the Client. Financial Adviser reserves the right to investigate and independently verify the Client’s representations and claims. d. . Client will be solely responsible for the contents of the Regulation A Offering Private Placement Materials (as amended and supplemented and including any information incorporated therein by reference). e. (d) If at any time prior to the completion of the offer and sale of the Securities an event occurs or circumstance exists and the Regulation A Offering Private Placement Materials (as then amended and supplemented) includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Client will promptly notify Financial Adviser of such event and Financial Adviser will suspend solicitations of prospective purchasers of the Securities until such time as Client shall prepare (and Client agrees that, if it shall have notified Financial Adviser to suspend solicitations after Client has accepted orders from prospective purchasers, it will promptly prepare) a supplement or amendment to the Regulation A Offering Private Placement Materials which corrects such statement(s) or omission(s). f. (e) The Client acknowledges and agrees that (i) any advice rendered or material provided by Financial Adviser during the term of this Agreement or during the Regulation A Offering Private Placement process was and is intended solely for the benefit and confidential use of the Client and will not be reproduced, summarized, described or referred to or given to any other person or entity for any purpose without Financial Adviser’s 's prior written consent; (ii) Financial Adviser will act as an independent contractor and is being retained solely to assist Client in its efforts to effect the Regulation A OfferingPrivate Placement; (iii) Financial Adviser is not and will not be construed as a fiduciary of the Client and will have no duties or liabilities to the equity holders or creditors of the Client or to any other person or entity by virtue of this Agreement, and the retention of Financial Adviser hereunder, all of which duties and liabilities are hereby expressly waived; (iv) Financial Adviser does not provide legal, accounting and/or tax advice and Client agrees to retain its own counsel concerning any necessary legal, accounting and tax matters; and (v) nothing contained herein shall be construed to obligate Financial Adviser to purchase, as principal, any of the securities offered in the Regulation A OfferingPrivate Placement. g. (f) The Client represents and warrants to Financial Adviser that there are no brokers, representatives, representatives or other persons which have an interest in compensation due to Financial Adviser from any transaction contemplated herein. h. (g) The Client represents to Financial Adviser that it has not taken, and agrees that it will not take, any action, directly or indirectly, so as to cause the Regulation A Offering Private Placement to fail to be entitled to the exemption from registration afforded by Regulation A+ of Section 401 of the JOBS Act Section 3(b), as amended. In effecting the Regulation A OfferingPrivate Placement, the Client agrees to comply in all material respects with applicable provisions of the Securities Act of 1933 (the “Securities Act”) and any regulations thereunder and any applicable state laws and requirements, as well as any federal, state or foreign judicial decisions or opinions related thereto. i. (h) The Client represents and warrants that it does not and will not make any sale of the Securities with a view to distribution of the Securities (until such Securities become appropriately registered), and that this Regulation A Offering Private Placement does not and shall not violate any federal, state, local, foreign or other laws, rules, regulations or interpretations, including those rules, regulations and interpretations of the SEC, IRS, FINRA and any other self-regulatory organization or domestic or foreign governmental agency or entity. j. (i) The Client will not at any time during the term of this engagement, or for a period of six months following completion of the placement of Securities contemplated hereby, make any reference publicly to the transactions contemplated hereby, by way of the issuance of a press release, the placement of an advertisement or otherwise, without the prior consent of Financial Adviser. k. (j) The Client will provide copies to Financial Adviser of any current or previous filings with the SEC in the last twelve (12) months from the date of this letter. l. Client will collect and maintain investor funds in a segregated account and will treat investor funds in a manner consistent with the description in the Materials. Client will not remove (or permit the removal ofk) investor funds from Client’s segregated account without the express consent of the Financial Advisor m. The Client will take such action as is necessary to qualify the Securities for offer and sale under the securities laws of such states and other jurisdictions of the United States (including but not limited to Federal) and foreign jurisdictions as may be legally required. n. (l) The Client agrees (i) that any subscription or other similar agreement pursuant to which Securities are sold shall be in form and substance reasonably satisfactory to Financial Adviser and its counsel, shall comply with all applicable federal, state and foreign laws, rules and regulations and such other terms and conditions as are customary for private placement transactions of securities of such nature (or registration statements), and shall contain a representation and warranty of the Potential Investor for the benefit of Financial Adviser to the effect that the Potential Investor has conducted its own due diligence and not relied on any representation or statement made by Financial Adviser in connection with making its investment decision and (ii) to provide a copy of such executed document to Financial Adviser promptly following the execution and delivery thereof by Potential Investor. The Client agrees that any representations and warranties made by it to any investor in the Regulation A Offering Private Placement shall be deemed also to be made to Financial Adviser for its benefit.

Certain Covenants, Representations and Warranties of Client. a. (a) In connection with Financial Adviser’s 's activities hereunder, the Client will cooperate with Financial Adviser and provide it reasonable access to the officers, directors, employees and Advisers advisers of the Client, and furnish to Financial Adviser all information and data regarding the business and financial condition of the Client that the Financial Adviser deems appropriate for purposes of the Regulation A Offering Financing (the “Information”). b. (b) The Client represents and warrants that: : (i) as of each date of offer of the Securities and each date of closing of the Regulation A OfferingFinancing, the Regulation A Offering Materials will be complete and correct in all material respects and, except for those statements for which written supplemental corrections or additions have been made or given to the investors participating in such closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; any and (ii) any projected financial information or other forward-looking information which the Client provides to Financial Adviser will be made by the Client in good faith, based on management’s 's best estimates at the time and based on facts and assumptions, which management believes are reasonable. A full management’s discussion of the underlying assumptions and risks relating to not achieving such projections will accompany all such projections. c. (c) The Client acknowledges and agrees that Financial Adviser, in rendering its services hereunder: (i) : i. will be using and relying on the Information provided by Client (as well as information available from public sources and other sources deemed reliable by Financial Adviser) without independent investigation or verification thereof or independent appraisal or evaluation of the Client, or its respective subsidiaries or affiliates, or any of their respective businesses or assets; (; ii) . is authorized to transmit to any Potential Investor the Regulation A Offering Materials and forms of subscription agreements and any other legal documentation supplied to Financial Adviser for transmission to any Potential Investor by or on behalf of the Client in connection with the Regulation A Offering; and (and iii) . does not and will not assume responsibility for the accuracy or completeness of the Regulation A Offering Materials or any Information or other Information regarding the Client. Financial Adviser reserves the right to investigate and independently verify the Client’s representations and claims. d. . The Client will be solely responsible for the contents of the Regulation A Offering Private Placement Materials (as amended and supplemented and including any information incorporated therein by reference). e. (d) If at any time prior to the completion of the offer and sale of the Securities an event occurs or circumstance exists and the Regulation A Offering Materials (as then amended and supplemented) includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Client will promptly notify Financial Adviser of such event and Financial Adviser will suspend solicitations of prospective purchasers of the Securities until such time as the Client shall prepare (and the Client agrees that, if it shall have notified Financial Adviser to suspend solicitations after the Client has accepted orders from prospective purchasersPotential Investors, it will promptly prepare) a supplement or amendment to the Regulation A Offering Materials which corrects such statement(s) or omission(s). f. (e) The Client acknowledges and agrees that (i) any advice rendered or material provided by Financial Adviser during the term of this Agreement Term or during the Regulation A Offering Financing process was and is intended solely for the benefit and confidential use of the Client and will not be reproduced, summarized, described or referred to or given to any other person or entity for any purpose without Financial Adviser’s 's prior written consent; (ii) Financial Adviser will act as an independent contractor and is being retained solely to assist the Client in its efforts to effect the Regulation A OfferingFinancing; (iii) Financial Adviser is not and will not be construed as a fiduciary of the Client and will have no duties or liabilities to the equity holders or creditors of the Client or to any other person or entity by virtue of this Agreement, and the retention of Financial Adviser hereunder, all of which duties and liabilities are hereby expressly waived; (iv) Financial Adviser does not provide legal, accounting and/or tax advice and the Client agrees to retain its own counsel concerning any necessary legal, accounting and tax matters; and (v) nothing contained herein shall be construed to obligate Financial Adviser to purchase, as principal, any of the securities offered in the Regulation A OfferingFinancing. g. (f) The Client represents and warrants to Financial Adviser that there are no brokers, representatives, representatives or other persons which have an interest in compensation due to Financial Adviser from any transaction contemplated herein. h. (g) The Client represents to Financial Adviser that it has not taken, and agrees that it will not take, any action, directly or indirectly, so as to cause the Regulation A Offering Financing to fail to be entitled to the exemption from registration afforded by Regulation A+ of Section 401 of the JOBS Act Section 3(b), as amended. In effecting the Regulation A OfferingFinancing, the Client agrees to comply in all material respects with applicable provisions of the Securities Act of 1933 1933, as amended (the “Securities Act”) ), and any regulations thereunder and any applicable state laws and requirements, as well as any federal, state or foreign judicial decisions or opinions related thereto. i. (h) The Client represents and warrants that it does not and will not make any sale of the Securities with a view to distribution of the Securities (until such Securities become appropriately registered), and that this Regulation A Offering the Financing does not and shall not violate any federal, state, local, foreign or other laws, rules, regulations or interpretations, including those rules, regulations and interpretations of the Securities and Exchange Commission (the “SEC”), the Internal Revenue Service (the “IRS”), FINRA Financial Industry Regulatory Authority, Inc. (“FINRA”) and any other self-regulatory organization or domestic or foreign governmental agency or entity. j. (i) The Client will not at any time during the term of this engagementTerm, or for a period of six months following completion of the placement of the Securities contemplated hereby, make any reference publicly to the transactions contemplated hereby, by way of the issuance of a press release, the placement of an advertisement or otherwise, without the prior consent of Financial Adviser. k. (j) The Client will provide copies to Financial Adviser of any current or previous filings with the SEC in the last twelve (12) months from the date of this letterAgreement. l. Client will collect and maintain investor funds in a segregated account and will treat investor funds in a manner consistent with the description in the Materials. Client will not remove (or permit the removal ofk) investor funds from Client’s segregated account without the express consent of the Financial Advisor m. The Client will take such action as is necessary to qualify the Securities for offer and sale under the securities laws of such states and other jurisdictions of the United States (including including, but not limited to to, Federal) and foreign jurisdictions as may be legally required. n. . The Client agrees (i) that any subscription or other similar agreement pursuant to which Securities are sold shall be in form and substance reasonably satisfactory to Financial Adviser and its counsel, shall comply with all applicable federal, state and foreign laws, rules and regulations and such other terms and conditions as are customary for private placement transactions of securities of such nature (or registration statements), and shall contain a representation and warranty of the Potential Investor for the benefit of Financial Adviser to the effect that the Potential Investor has conducted its own due diligence and not relied on any representation or statement made by Financial Adviser in connection with making its investment decision and (ii) to provide a copy of such executed document to Financial Adviser promptly following the execution and delivery thereof by Potential Investor. The Client agrees that any representations and warranties made by it to any investor in the Regulation A Offering Financing shall be deemed also to be made to Financial Adviser for its benefit.

Certain Covenants, Representations and Warranties of Client. a. In connection with Financial Adviser’s activities hereunder, Client will cooperate with Financial Adviser and provide it reasonable access to the officers, directors, employees and Advisers of Client, and furnish to Financial Adviser all information and data regarding the business and financial condition of Client that the Financial Adviser deems appropriate for purposes of the Regulation A Offering (the “Information”). b. The Client represents and warrants that: (i) as of each date of offer of the Securities and each date of closing of the Regulation A Offering, the Regulation A Offering Materials will be complete and correct in all material respects and, except for those statements for which written supplemental corrections or additions have been made or given to the investors participating in such closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; any (ii) any projected financial information or other forward-looking information which the Client provides to Financial Adviser will be made by Client in good faith, based on management’s best estimates at the time and based on facts and assumptions, which management believes are reasonable. A full management’s discussion of the underlying assumptions and risks relating to not achieving such projections will accompany all such projections. c. The Client acknowledges and agrees that Financial Adviser, in rendering its services hereunder: (i) will be using and relying on the Information provided by Client (as well as information available from public sources and other sources deemed reliable by Financial Adviser) without independent investigation or verification thereof or independent appraisal or evaluation of the Client, or its respective subsidiaries or affiliates, or any of their respective businesses or assets; (ii) is authorized to transmit to any Potential Investor the Regulation A Offering Materials and forms of subscription agreements and any other legal documentation supplied to Financial Adviser for transmission to any Potential Investor by or on behalf of the Client in connection with the Regulation A Offering; and (iii) does not and will not assume responsibility for the accuracy or completeness of the Regulation A Offering Materials or any Information or other Information regarding the Client. Financial Adviser reserves the right to investigate and independently verify the Client’s representations and claims. d. Client will be solely responsible for the contents of the Regulation A Offering Materials (as amended and supplemented and including any information incorporated therein by reference). e. If at any time prior to the completion of the offer and sale of the Securities an event occurs or circumstance exists and the Regulation A Offering Materials (as then amended and supplemented) includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Client will promptly notify Financial Adviser of such event and Financial Adviser will suspend solicitations of prospective purchasers of the Securities until such time as Client shall prepare (and Client agrees that, if it shall have notified Financial Adviser to suspend solicitations after Client has accepted orders from prospective purchasers, it will promptly prepare) a supplement or amendment to the Regulation A Offering Materials which corrects such statement(s) or omission(s). f. The Client acknowledges and agrees that (i) any advice rendered or material provided by Financial Adviser during the term of this Agreement or during the Regulation A Offering process was and is intended solely for the benefit and confidential use of the Client and will not be reproduced, summarized, described or referred to or given to any other person or entity for any purpose without Financial Adviser’s prior written consent; (ii) Financial Adviser will act as an independent contractor and is being retained solely to assist Client in its efforts to effect the Regulation A Offering; (iii) Financial Adviser is not and will not be construed as a fiduciary of the Client and will have no duties or liabilities to the equity holders or creditors of the Client or to any other person or entity by virtue of this Agreement, and the retention of Financial Adviser hereunder, all of which duties and liabilities are hereby expressly waived; (iv) Financial Adviser does not provide legal, accounting and/or tax advice and Client agrees to retain its own counsel concerning any necessary legal, accounting and tax matters; and (v) nothing contained herein shall be construed to obligate Financial Adviser to purchase, as principal, any of the securities offered in the Regulation A Offering. g. The Client represents and warrants to Financial Adviser that there are no brokers, representatives, or other persons which have an interest in compensation due to Financial Adviser from any transaction contemplated herein. h. The Client represents to Financial Adviser that it has not taken, and agrees that it will not take, any action, directly or indirectly, so as to cause the Regulation A Offering to fail to be entitled to the exemption from registration afforded by Regulation A+ of Section 401 of the JOBS Act Section 3(b), as amended. In effecting the Regulation A Offering, the Client agrees to comply in all material respects with applicable provisions of the Securities Act of 1933 (the “Securities Act”) and any regulations thereunder and any applicable state laws and requirements, as well as any federal, state or foreign judicial decisions or opinions related thereto. i. The Client represents and warrants that it does not and will not make any sale of the Securities with a view to distribution of the Securities (until such Securities become appropriately registered), and that this Regulation A Offering does not and shall not violate any federal, state, local, foreign or other laws, rules, regulations or interpretations, including those rules, regulations and interpretations of the SEC, IRS, FINRA and any other self-regulatory organization or domestic or foreign governmental agency or entity. j. The Client will not at any time during the term of this engagement, or for a period of six months following completion of the placement of Securities contemplated hereby, make any reference publicly to the transactions contemplated hereby, by way of the issuance of a press release, the placement of an advertisement or otherwise, without the prior consent of Financial Adviser. k. The Client will provide copies to Financial Adviser of any current or previous filings with the SEC in the last twelve (12) months from the date of this letter. l. Client will collect and maintain investor funds in a segregated account and will treat investor funds in a manner consistent with the description in the Materials. Client will not remove (or permit the removal of) investor funds from Client’s segregated account without the express consent of the Financial AdvisorAdviser m. The Client will take such action as is necessary to qualify the Securities for offer and sale under the securities laws of such states and other jurisdictions of the United States (including but not limited to Federal) and foreign jurisdictions as may be legally required. n. The Client agrees (i) that any subscription or other similar agreement pursuant to which Securities are sold shall be in form and substance reasonably satisfactory to Financial Adviser and its counsel, shall comply with all applicable federal, state and foreign laws, rules and regulations and such other terms and conditions as are customary for private placement transactions of securities of such nature (or registration statements), and shall contain a representation and warranty of the Potential Investor for the benefit of Financial Adviser to the effect that the Potential Investor has conducted its own due diligence and not relied on any representation or statement made by Financial Adviser in connection with making its investment decision and (ii) to provide a copy of such executed document to Financial Adviser promptly following the execution and delivery thereof by Potential Investor. The Client agrees that any representations and warranties made by it to any investor in the Regulation A Offering shall be deemed also to be made to Financial Adviser for its benefit.

Certain Covenants, Representations and Warranties of Client. a. (a) In connection with Financial Adviser’s Managing Broker-Dealer's activities hereunder, Client will cooperate with Financial Adviser Managing Broker-Dealer and provide it reasonable access to the officers, directors, employees and Advisers of Client, and furnish to Financial Adviser Managing Broker-Dealer all information and data regarding the business and financial condition of Client that the Financial Adviser Managing Broker-Dealer deems appropriate for purposes of the Regulation A Offering (the “Information”). b. (b) The Client represents and warrants that: : (i) as of each date of offer of the Securities and each date of closing of the Regulation A Offering, the Regulation A Offering Materials will be be, taken as a whole, complete and correct in all material respects and, except for those statements for which written supplemental corrections or additions have been made or given to the investors participating in such closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; any and (ii) any projected financial information or other forward-looking information which the Client provides to Financial Adviser Managing Broker-Dealer will be made by Client in good faith, based on management’s 's best estimates at the time and based on facts and assumptions, which management believes are reasonable. A full management’s discussion of the underlying assumptions and risks relating to not achieving such projections will accompany all any such projectionsprojections used. c. (c) The Client acknowledges and agrees that Financial AdviserManaging Broker-Dealer, in rendering its services hereunder: (i) : i. will be using and relying on the Information provided by Client (as well as information available from public sources and other sources deemed reliable by Financial AdviserManaging Broker-Dealer) without independent investigation or verification thereof or independent appraisal or evaluation of the Client, or its respective subsidiaries or affiliates, or any of their respective businesses or assets; (; ii) . is authorized to transmit to any Potential Investor the Regulation A Offering Materials and forms of subscription agreements and any other legal documentation supplied to Financial Adviser Managing Broker-Dealer for transmission to any Potential Investor by or on behalf of the Client in connection with the Regulation A Offering; and (and iii) . does not and will not assume responsibility for the accuracy or completeness of the Regulation A Offering Materials or any Information or other Information regarding the Client. Financial Adviser Managing Broker-Dealer reserves the right to investigate and independently verify the Client’s representations and claims. d. . Except for disclosure provided to Client with respect to FTC’s role as Managing Broker-Dealer which appears on the cover page of the Offering Circular filed with the SEC and the section of the Offering Circular entitled “Plan of Distribution,” Client will be solely responsible for the contents of the Regulation A Offering Materials (as amended and supplemented and including any information incorporated therein by reference). e. (d) If at any time prior to the completion of the offer and sale of the Securities an event occurs or circumstance exists and the Regulation A Offering Materials (as then amended and supplemented) includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Client will promptly notify Financial Adviser Managing Broker-Dealer of such event and Financial Adviser Managing Broker-Dealer will suspend solicitations of prospective purchasers of the Securities until such time as Client shall prepare (and Client agrees that, if it shall have notified Financial Adviser Managing Broker-Dealer to suspend solicitations after Client has accepted orders from prospective purchasers, it will promptly prepare) a supplement or amendment to the Regulation A Offering Materials which corrects such statement(s) or omission(s). f. (e) The Client acknowledges and agrees that (i) any advice rendered or material provided by Financial Adviser Managing Broker-Dealer during the term of this Agreement or during the Regulation A Offering process was and is intended solely for the benefit and confidential use of the Client and will not be reproduced, summarized, described or referred to or given to any other person or entity for any purpose without Financial Adviser’s Managing Broker-Dealer's prior written consent; (ii) Financial Adviser Managing Broker-Dealer will act as an independent contractor and is being retained solely to assist Client in its efforts to effect the Regulation A Offering; (iii) Financial Adviser Managing Broker-Dealer is not and will not be construed as a fiduciary of the Client and will have no duties or liabilities to the equity holders or creditors of the Client or to any other person or entity by virtue of this Agreement, and the retention of Financial Adviser Managing Broker-Dealer hereunder, all of which duties and liabilities are hereby expressly waived; (iv) Financial Adviser Managing Broker-Dealer does not provide legal, accounting and/or tax advice and Client agrees to retain its own counsel concerning any necessary legal, accounting and tax matters; and (v) nothing contained herein shall be construed to obligate Financial Adviser Managing Broker-Dealer to purchase, as principal, any of the securities offered in the Regulation A Offering. g. (f) The Client represents and warrants to Financial Adviser Managing Broker-Dealer that there are no brokers, representatives, representatives or other persons which have an interest in compensation due to Financial Adviser Managing Broker-Dealer from any transaction contemplated herein. h. (g) The Client represents to Financial Adviser Managing Broker-Dealer that it has not taken, and agrees that it will not take, any action, directly or indirectly, so as to cause the Regulation A Offering to fail to be entitled to the exemption from registration afforded by Regulation A+ of Section 401 A of the JOBS Act Section 3(b), as amendedSecurities Act. In effecting the Regulation A Offering, the Client agrees to comply in all material respects with applicable provisions of the Securities Act of 1933 (the “Securities Act”) and any regulations thereunder and any applicable state laws and requirements, as well as any federal, state or foreign judicial decisions or opinions related thereto. i. (h) The Client represents and warrants that it does not and will not make any sale of the Securities with a view to distribution of the Securities (until such the Offering of the Securities become appropriately registeredis qualified by the SEC), and that this Regulation A Offering does not and shall not violate any federal, state, local, foreign or other laws, rules, regulations or interpretations, including those rules, regulations and interpretations of the SEC, IRS, FINRA and any other self-regulatory organization or domestic or foreign governmental agency or entity. j. (i) The Client will not at any time during the term of this engagement, or for a period of six months following completion of the placement Offering of Securities contemplated hereby, make any reference publicly to the transactions contemplated hereby, by way of the issuance of a press release, the placement Offering of an advertisement or otherwise, without the prior consent of Financial AdviserManaging Broker-Dealer. k. The Client will provide copies to Financial Adviser of any current or previous filings with the SEC in the last twelve (12j) months from the date of this letter. l. Client will collect and maintain investor funds in a segregated account and will treat investor funds in a manner consistent with the description in the Materials. Client will not remove (or permit the removal of) investor funds from Client’s segregated account without the express consent of the Financial Advisor m. The Client will take such action as is necessary to qualify the Offering of the Securities for offer and sale under the securities laws of such states and other jurisdictions of the United States (including but not limited to Federal) and foreign jurisdictions into which the Offering is extended as may be legally required. n. (k) The Client agrees (i) that any subscription or other similar agreement pursuant to which Securities are sold shall be in form and substance reasonably satisfactory to Financial Adviser Managing Broker-Dealer and its counsel, shall comply with all applicable federal, state and foreign laws, rules and regulations and such other terms and conditions as are customary for private placement transactions of securities of such nature (or registration statements), and shall contain a representation and warranty of the Potential Investor for the benefit of Financial Adviser to the effect that the Potential Investor has conducted its own due diligence and not relied on any representation or statement made by Financial Adviser in connection with making its investment decision and (ii) to provide a copy of such executed document to Financial Adviser promptly following the execution and delivery thereof by Potential Investornature. The Client agrees that any representations and warranties made by it to any investor in the Regulation A Offering shall be deemed also to be made to Financial Adviser Managing Broker-Dealer for its benefit.

Certain Covenants, Representations and Warranties of Client. a. (a) In connection with Financial Adviser’s 's activities hereunder, Client will cooperate with Financial Adviser and provide it reasonable access to the officers, directors, employees and Advisers of Client, and furnish to Financial Adviser all information and data regarding the business and financial condition of Client that the Financial Adviser deems appropriate for purposes of the Regulation A A+ Offering (the “Information”). b. (b) The Client represents and warrants that: : (i) as of each date of offer of the Securities and each date of closing of the Regulation A A+ Offering, the Regulation A A+ Offering Materials will be complete and correct in all material respects and, except for those statements for which written supplemental corrections or additions have been made or given to the investors participating in such closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; any and (ii) any projected financial information or other forward-looking information which the Client provides to Financial Adviser will be made by Client in good faith, based on management’s 's best estimates at the time and based on facts and assumptions, which management believes are reasonable. A full management’s discussion of the underlying assumptions supporting such financial projections, and risks relating to not achieving such projections will accompany all such projections. c. (c) The Client acknowledges and agrees that Financial Adviser, in rendering its services hereunder: (i) : i. will be using and relying on the Information provided by Client (as well as information available from public sources and other sources deemed reliable by Financial Adviser) without independent investigation or verification thereof or independent appraisal or evaluation of the Client, or its respective subsidiaries or affiliates, or any of their respective businesses or assets; (; ii) . is authorized to transmit to any Potential Investor the Regulation A A+ Offering Materials and forms of subscription agreements and any other legal documentation supplied to Financial Adviser for transmission to any Potential Investor by or on behalf of the Client in connection with the Regulation A A+ Offering; and (and iii) . does not and will not assume responsibility for the accuracy or completeness of the Regulation A A+ Offering Materials or any Information or other Information regarding the Client. Financial Adviser reserves the right to investigate and independently verify the Client’s representations and claims. d. . Client will be solely responsible for the contents of the Regulation A A+ Offering Materials (as amended and supplemented and including any information incorporated therein by reference). e. (d) If at any time prior to the completion of the offer and sale of the Securities an event occurs or circumstance exists and the Regulation A A+ Offering Materials (as then amended and supplemented) includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Client will promptly notify Financial Adviser of such event and Financial Adviser will suspend solicitations of prospective purchasers of the Securities until such time as Client shall prepare (and Client agrees that, if it shall have notified Financial Adviser to suspend solicitations after Client has accepted orders from prospective purchasers, it will promptly prepare) a supplement or amendment to the Regulation A A+ Offering Materials which corrects such statement(s) or omission(s). f. (e) The Client acknowledges and agrees that (i) any advice rendered or material provided by Financial Adviser during the term of this Agreement or during the Regulation A A+ Offering process was and is intended solely for the benefit and confidential use of the Client and will not be reproduced, summarized, described or referred to or given to any other person or entity for any purpose without Financial Adviser’s 's prior written consent; (ii) Financial Adviser will act as an independent contractor and is being retained solely to assist Client in its efforts to effect the Regulation A A+ Offering; (iii) Financial Adviser is not and will not be construed as a fiduciary of the Client and will have no duties or liabilities to the equity holders or creditors of the Client or to any other person or entity by virtue of this Agreement, and the retention of Financial Adviser hereunder, all of which duties and liabilities are hereby expressly waived; (iv) Financial Adviser does not provide legal, accounting and/or tax advice and Client agrees to retain its own counsel concerning any necessary legal, accounting and tax matters; and (v) nothing contained herein shall be construed to obligate Financial Adviser to purchase, as principal, any of the securities offered in the Regulation A A+ Offering. g. (f) The Client represents and warrants to Financial Adviser that there are no brokers, representatives, representatives or other persons which have an interest in compensation due to Financial Adviser from any transaction contemplated herein. h. (g) The Client represents to Financial Adviser that it has not taken, and agrees that it will not take, any action, directly or indirectly, so as to cause the Regulation A A+ Offering to fail to be entitled to the exemption from registration afforded by Regulation A+ of Section 401 of the JOBS Act Section 3(b), as amended. In effecting the Regulation A A+ Offering, the Client agrees to comply in all material respects with applicable provisions of the Securities Act of 1933 (the “Securities Act”) and any regulations thereunder and any applicable state laws and requirements, as well as any federal, state or foreign judicial decisions or opinions related thereto. i. (h) The Client represents and warrants that it does not and will not make any sale of the Securities with a view to distribution of the Securities (until such Securities become appropriately registered), and that this Regulation A A+ Offering does not and shall not violate any federal, state, local, foreign or other laws, rules, regulations or interpretations, including those rules, regulations and interpretations of the SEC, IRS, FINRA and any other self-regulatory organization or domestic or foreign governmental agency or entity. j. (i) The Client will not at any time during the term of this engagement, or for a period of six months following completion of the placement of Securities contemplated hereby, make any reference publicly to the transactions contemplated hereby, by way of the issuance of a press release, the placement of an advertisement or otherwise, without the prior consent of Financial Adviser. k. (j) The Client will provide copies to Financial Adviser of any current or previous filings with the SEC in the last twelve (12) months from the date of this letter. l. Client will collect and maintain investor funds in a segregated account and will treat investor funds in a manner consistent with the description in the Materials. Client will not remove (or permit the removal ofk) investor funds from Client’s segregated account without the express consent of the Financial Advisor m. The Client will take such action as is necessary to qualify the Securities for offer and sale under the securities laws of such states and other jurisdictions of the United States (including but not limited to Federal) and foreign jurisdictions as may be legally required. n. (l) The Client agrees (i) that any subscription or other similar agreement pursuant to which Securities are sold shall be in form and substance reasonably satisfactory to Financial Adviser and its counsel, shall comply with all applicable federal, state and foreign laws, rules and regulations and such other terms and conditions as are customary for private placement Regulation A+ Offering transactions of securities of such nature (or registration statements), and shall contain a representation and warranty of the Potential Investor for the benefit of Financial Adviser to the effect that the Potential Investor has conducted its own due diligence and not relied on any representation or statement made by Financial Adviser in connection with making its investment decision and (ii) to provide a copy of such executed document to Financial Adviser promptly following the execution and delivery thereof by Potential Investor. The Client agrees that any representations and warranties made by it to any investor in the Regulation A A+ Offering shall be deemed also to be made to Financial Adviser for its benefit.

Certain Covenants, Representations and Warranties of Client. a. In connection with Financial Adviser’s activities hereunder, Client will cooperate with Financial Adviser and provide it reasonable access to the officers, directors, employees and Advisers of Client, and furnish to Financial Adviser all information and data regarding the business and financial condition of Client that the Financial Adviser deems appropriate for purposes of the Regulation A Offering (the “Information”). b. The Client represents and warrants that: (i) as of each date of offer of the Securities and each date of closing of the Regulation A Offering, the Regulation A Offering Materials will be complete and correct in all material respects and, except for those statements for which written supplemental corrections or additions have been made or given to the investors participating in such closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; any (ii) any projected financial information or other forward-looking information which the Client provides to Financial Adviser will be made by Client in good faith, based on management’s best estimates at the time and based on facts and assumptions, which management believes are reasonable. A full management’s discussion of the underlying assumptions and risks relating to not achieving such projections will accompany all such projections. c. The Client acknowledges and agrees that Financial Adviser, in rendering its services hereunder: (i) will be using and relying on the Information provided by Client (as well as information available from public sources and other sources deemed reliable by Financial Adviser) without independent investigation or verification thereof or independent appraisal or evaluation of the Client, or its respective subsidiaries or affiliates, or any of their respective businesses or assets; (ii) is authorized to transmit to any Potential Investor the Regulation A Offering Materials and forms of subscription agreements and any other legal documentation supplied to Financial Adviser for transmission to any Potential Investor by or on behalf of the Client in connection with the Regulation A Offering; and (iii) does not and will not assume responsibility for the accuracy or completeness of the Regulation A Offering Materials or any Information or other Information regarding the Client. Financial Adviser reserves the right to investigate and independently verify the Client’s representations and claims. d. Client will be solely responsible for the contents of the Regulation A Offering Materials (as amended and supplemented and including any information incorporated therein by reference). e. If at any time prior to the completion of the offer and sale of the Securities an event occurs or circumstance exists and the Regulation A Offering Materials (as then amended and supplemented) includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Client will promptly notify Financial Adviser of such event and Financial Adviser will suspend solicitations of prospective purchasers of the Securities until such time as Client shall prepare (and Client agrees that, if it shall have notified Financial Adviser to suspend solicitations after Client has accepted orders from prospective purchasers, it will promptly prepare) a supplement or amendment to the Regulation A Offering Materials which corrects such statement(s) or omission(s). f. The Client acknowledges and agrees that (i) any advice rendered or material provided by Financial Adviser during the term of this Agreement or during the Regulation A Offering process was and is intended solely for the benefit and confidential use of the Client and will not be reproduced, summarized, described or referred to or given to any other person or entity for any purpose without Financial Adviser’s prior written consent; (ii) Financial Adviser will act as an independent contractor and is being retained solely to assist Client in its efforts to effect the Regulation A Offering; (iii) Financial Adviser is not and will not be construed as a fiduciary of the Client and will have no duties or liabilities to the equity holders or creditors of the Client or to any other person or entity by virtue of this Agreement, and the retention of Financial Adviser hereunder, all of which duties and liabilities are hereby expressly waived; (iv) Financial Adviser does not provide legal, accounting and/or tax advice and Client agrees to retain its own counsel concerning any necessary legal, accounting and tax matters; and (v) nothing contained herein shall be construed to obligate Financial Adviser to purchase, as principal, any of the securities offered in the Regulation A Offering. g. The Client represents and warrants to Financial Adviser that there are no brokers, representatives, representatives or other persons which have an interest in compensation due to Financial Adviser from any transaction contemplated herein. h. The Client represents to Financial Adviser that it has not taken, and agrees that it will not take, any action, directly or indirectly, so as to cause the Regulation A Offering to fail to be entitled to the exemption from registration afforded by Regulation A+ of Section 401 of the JOBS Act Section 3(b), as amended. In effecting the Regulation A Offering, the Client agrees to comply in all material respects with applicable provisions of the Securities Act of 1933 (the “Securities Act”) and any regulations thereunder and any applicable state laws and requirements, as well as any federal, state or foreign judicial decisions or opinions related thereto. i. The Client represents and warrants that it does not and will not make any sale of the Securities with a view to distribution of the Securities (until such Securities become appropriately registered), and that this Regulation A Offering does not and shall not violate any federal, state, local, foreign or other laws, rules, regulations or interpretations, including those rules, regulations and interpretations of the SEC, IRS, FINRA and any other self-regulatory organization or domestic or foreign governmental agency or entity. j. The Client will not at any time during the term of this engagement, or for a period of six months following completion of the placement of Securities contemplated hereby, make any reference publicly to the transactions contemplated hereby, by way of the issuance of a press release, the placement of an advertisement or otherwise, without the prior consent of Financial Adviser. k. The Client will provide copies to Financial Adviser of any current or previous filings with the SEC in the last twelve (12) months from the date of this letter. l. Client will collect and maintain investor funds in a segregated account and will treat investor funds in a manner consistent with the description in the Materials. Client will not remove (or permit the removal of) investor funds from Client’s segregated account without the express consent of the Financial Advisor m. The Client will take such action as is necessary to qualify the Securities for offer and sale under the securities laws of such states and other jurisdictions of the United States (including but not limited to Federal) and foreign jurisdictions as may be legally required. n. The Client agrees (i) that any subscription or other similar agreement pursuant to which Securities are sold shall be in form and substance reasonably satisfactory to Financial Adviser and its counsel, shall comply with all applicable federal, state and foreign laws, rules and regulations and such other terms and conditions as are customary for private placement transactions of securities of such nature (or registration statements), and shall contain a representation and warranty of the Potential Investor for the benefit of Financial Adviser to the effect that the Potential Investor has conducted its own due diligence and not relied on any representation or statement made by Financial Adviser in connection with making its investment decision and (ii) to provide a copy of such executed document to Financial Adviser promptly following the execution and delivery thereof by Potential Investor. The Client agrees that any representations and warranties made by it to any investor in the Regulation A Offering shall be deemed also to be made to Financial Adviser for its benefit.

Certain Covenants, Representations and Warranties of Client. a. In connection with Financial Adviser’s activities hereunder, Client will cooperate with Financial Adviser and provide it reasonable access to the officers, directors, employees and Advisers of Client, and furnish to Financial Adviser all information and data regarding the business and financial condition of Client that the Financial Adviser deems appropriate for purposes of the Regulation A Offering (the “Information”). b. The Client represents and warrants that: (i) as of each date of offer of the Securities and each date of closing of the Regulation A Offering, the Regulation A Offering Materials will be complete and correct in all material respects and, except for those statements for which written supplemental corrections or additions have been made or given to the investors participating in such closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; any (ii) any projected financial information or other forward-looking information which the Client provides to Financial Adviser will be made by Client in good faith, based on management’s best estimates at the time and based on facts and assumptions, which management believes are reasonable. A full management’s discussion of the underlying assumptions and risks relating to not achieving such projections will accompany all such projections. c. The Client acknowledges and agrees that Financial Adviser, in rendering its services hereunder: (i) will be using and relying on the Information provided by Client (as well as information available from public sources and other sources deemed reliable by Financial Adviser) without independent investigation or verification thereof or independent appraisal or evaluation of the Client, or its respective subsidiaries or affiliates, or any of their respective businesses or assets; (ii) is authorized to transmit to any Potential Investor the Regulation A Offering Materials and forms of subscription agreements and any other legal documentation supplied to Financial Adviser for transmission to any Potential Investor by or on behalf of the Client in connection with the Regulation A Offering; and (iii) does not and will not assume responsibility for the accuracy or completeness of the Regulation A Offering Materials or any Information or other Information regarding the Client. Financial Adviser reserves the right to investigate and independently verify the Client’s representations and claims. d. Client will be solely responsible for the contents of the Regulation A Offering Materials (as amended and supplemented and including any information incorporated therein by reference). e. If at any time prior to the completion of the offer and sale of the Securities an event occurs or circumstance exists and the Regulation A Offering Materials (as then amended and supplemented) includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Client will promptly notify Financial Adviser of such event and Financial Adviser will suspend solicitations of prospective purchasers of the Securities until such time as Client shall prepare (and Client agrees that, if it shall have notified Financial Adviser to suspend solicitations after Client has accepted orders from prospective purchasers, it will promptly prepare) a supplement or amendment to the Regulation A Offering Materials which corrects such statement(s) or omission(s). f. The Client acknowledges and agrees that (i) any advice rendered or material provided by Financial Adviser during the term of this Agreement or during the Regulation A Offering process was and is intended solely for the benefit and confidential use of the Client and will not be reproduced, summarized, described or referred to or given to any other person or entity for any purpose without Financial Adviser’s prior written consent; (ii) Financial Adviser will act as an independent contractor and is being retained solely to assist Client in its efforts to effect the Regulation A Offering; (iii) Financial Adviser is not and will not be construed as a fiduciary of the Client and will have no duties or liabilities to the equity holders or creditors of the Client or to any other person or entity by virtue of this Agreement, and the retention of Financial Adviser hereunder, all of which duties and liabilities are hereby expressly waived; (iv) Financial Adviser does not provide legal, accounting and/or tax advice and Client agrees to retain its own counsel concerning any necessary legal, accounting and tax matters; and (v) nothing contained herein shall be construed to obligate Financial Adviser to purchase, as principal, any of the securities offered in the Regulation A Offering. g. The Client represents and warrants to Financial Adviser that there are no brokers, representatives, or other persons which have an interest in compensation due to Financial Adviser from any transaction contemplated herein. h. The Client represents to Financial Adviser that it has not taken, and agrees that it will not take, any action, directly or indirectly, so as to cause the Regulation A Offering to fail to be entitled to the exemption from registration afforded by Regulation A+ of Section 401 of the JOBS Act Section 3(b), as amended. In effecting the Regulation A Offering, the Client agrees to comply in all material respects with applicable provisions of the Securities Act of 1933 (the “Securities Act”) and any regulations thereunder and any applicable state laws and requirements, as well as any federal, state or foreign judicial decisions or opinions related thereto. i. The Client represents and warrants that it does not and will not make any sale of the Securities with a view to distribution of the Securities (until such Securities become appropriately registered), and that this Regulation A Offering does not and shall not violate any federal, state, local, foreign or other laws, rules, regulations or interpretations, including those rules, regulations and interpretations of the SEC, IRS, FINRA and any other self-regulatory organization or domestic or foreign governmental agency or entity. j. The Client will not at any time during the term of this engagement, or for a period of six months following completion of the placement of Securities contemplated hereby, make any reference publicly to the transactions contemplated hereby, by way of the issuance of a press release, the placement of an advertisement or otherwise, without the prior consent of Financial Adviser. k. The Client will provide copies to Financial Adviser of any current or previous filings with the SEC in the last twelve (12) months from the date of this letter. l. Client will collect and maintain investor funds in a segregated account and will treat investor funds in a manner consistent with the description in the Materials. Client will not remove (or permit the removal of) investor funds from Client’s segregated account without the express consent of the Financial Advisor. m. The Client will take such action as is necessary to qualify the Securities for offer and sale under the securities laws of such states and other jurisdictions of the United States (including but not limited to Federal) and foreign jurisdictions as may be legally required. n. The Client agrees (i) that any subscription or other similar agreement pursuant to which Securities are sold shall be in form and substance reasonably satisfactory to Financial Adviser and its counsel, shall comply with all applicable federal, state and foreign laws, rules and regulations and such other terms and conditions as are customary for private placement transactions of securities of such nature (or registration statements), and shall contain a representation and warranty of the Potential Investor for the benefit of Financial Adviser to the effect that the Potential Investor has conducted its own due diligence and not relied on any representation or statement made by Financial Adviser in connection with making its investment decision and (ii) to provide a copy of such executed document to Financial Adviser promptly following the execution and delivery thereof by Potential Investor. The Client agrees that any representations and warranties made by it to any investor in the Regulation A Offering shall be deemed also to be made to Financial Adviser for its benefit.

Certain Covenants, Representations and Warranties of Client. a. In connection with Financial Adviser’s activities hereunder, Client will cooperate with Financial Adviser and provide it reasonable access to the officers, directors, employees and Advisers of Client, and furnish to Financial Adviser all information and data regarding the business and financial condition of Client that the Financial Adviser deems appropriate for purposes of the Regulation A Offering (the “Information”). b. The Client represents and warrants that: (i) as of each date of offer of the Securities and each date of closing of the Regulation A Offering, the Regulation A Offering Materials will be complete and correct in all material respects and, except for those statements for which written supplemental corrections or additions have been made or given to the investors participating in such closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; any (ii) any projected financial information or other forward-looking information which the Client provides to Financial Adviser will be made by Client in good faith, based on management’s best estimates at the time and based on facts and assumptions, which management believes are reasonable. A full management’s discussion of the underlying assumptions and risks relating to not achieving such projections will accompany all such projections. c. The Client acknowledges and agrees that Financial Adviser, in rendering its services hereunder: (i) will be using and relying on the Information provided by Client (as well as information available from public sources and other sources deemed reliable by Financial Adviser) without independent investigation or verification thereof or independent appraisal or evaluation of the Client, or its respective subsidiaries or affiliates, or any of their respective businesses or assets; (ii) is authorized to transmit to any Potential Investor the Regulation A Offering Materials and forms of subscription agreements and any other legal documentation supplied to Financial Adviser for transmission to any Potential Investor by or on behalf of the Client in connection with the Regulation A Offering; and (iii) does not and will not assume responsibility for the accuracy or completeness of the Regulation A Offering Materials or any Information or other Information regarding the Client. Financial Adviser reserves the right to investigate and independently verify the Client’s representations and claims. d. Client will be solely responsible for the contents of the Regulation A Offering Materials (as amended and supplemented and including any information incorporated therein by reference). e. If at any time prior to the completion of the offer and sale of the Securities an event occurs or circumstance exists and the Regulation A Offering Materials (as then amended and supplemented) includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Client will promptly notify Financial Adviser of such event and Financial Adviser will suspend solicitations of prospective purchasers of the Securities until such time as Client shall prepare (and Client agrees that, if it shall have notified Financial Adviser to suspend solicitations after Client has accepted orders from prospective purchasers, it will promptly prepare) a supplement or amendment to the Regulation A Offering Materials which corrects such statement(s) or omission(s). f. The Client acknowledges and agrees that (i) any advice rendered or material provided by Financial Adviser during the term of this Agreement or during the Regulation A Offering process was and is intended solely for the benefit and confidential use of the Client and will not be reproduced, summarized, described or referred to or given to any other person or entity for any purpose without Financial Adviser’s prior written consent; (ii) Financial Adviser will act as an independent contractor and is being retained solely to assist Client in its efforts to effect the Regulation A Offering; (iii) Financial Adviser is not and will not be construed as a fiduciary of the Client and will have no duties or liabilities to the equity holders or creditors of the Client or to any other person or entity by virtue of this Agreement, and the retention of Financial Adviser hereunder, all of which duties and liabilities are hereby expressly waived; (iv) Financial Adviser does not provide legal, accounting and/or tax advice and Client agrees to retain its own counsel concerning any necessary legal, accounting and tax matters; and (v) nothing contained herein shall be construed to obligate Financial Adviser to purchase, as principal, any of the securities offered in the Regulation A Offering. g. The Client represents and warrants to Financial Adviser that there are no brokers, representatives, representatives or other persons which have an interest in compensation due to Financial Adviser from any transaction contemplated herein. h. The Client represents to Financial Adviser that it has not taken, and agrees that it will not take, any action, directly or indirectly, so as to cause the Regulation A Offering to fail to be entitled to the exemption from registration afforded by Regulation A+ of Section 401 of the JOBS Act Section 3(b), as amended. In effecting the Regulation A Offering, the Client agrees to comply in all material respects with applicable provisions of the Securities Act of 1933 (the “Securities Act”) and any regulations thereunder and any applicable state laws and requirements, as well as any federal, state or foreign judicial decisions or opinions related thereto. i. The Client represents and warrants that it does not and will not make any sale of the Securities with a view to distribution of the Securities (until such Securities become appropriately registered), and that this Regulation A Offering does not and shall not violate any federal, state, local, foreign or other laws, rules, regulations or interpretations, including those rules, regulations and interpretations of the SEC, IRS, FINRA and any other self-regulatory organization or domestic or foreign governmental agency or entity. j. The Client will not at any time during the term of this engagement, or for a period of six months following completion of the placement of Securities contemplated hereby, make any reference publicly to the transactions contemplated hereby, by way of the issuance of a press release, the placement of an advertisement or otherwise, without the prior consent of Financial Adviser. k. The Client will provide copies to Financial Adviser of any current or previous filings with the SEC in the last twelve (12) months from the date of this letter. l. Client will collect and maintain investor funds in a segregated account and will treat investor funds in a manner consistent with the description in the Regulation A Offering Materials. Client will not remove (or permit the removal of) investor funds from Client’s segregated account without the express consent of the Financial Advisor m. The Client will take such action as is necessary to qualify the Securities for offer and sale under the securities laws of such states and other jurisdictions of the United States (including but not limited to Federal) and foreign jurisdictions as may be legally required. n. The Client agrees (i) that any subscription or other similar agreement pursuant to which Securities are sold shall be in form and substance reasonably satisfactory to Financial Adviser and its counsel, shall comply with all applicable federal, state and foreign laws, rules and regulations and such other terms and conditions as are customary for private placement transactions of securities of such nature (or registration statements), and shall contain a representation and warranty of the Potential Investor for the benefit of Financial Adviser to the effect that the Potential Investor has conducted its own due diligence and not relied on any representation or statement made by Financial Adviser in connection with making its investment decision and (ii) to provide a copy of such executed document to Financial Adviser promptly following the execution and delivery thereof by Potential Investor. The Client agrees that any representations and warranties made by it to any investor in the Regulation A Offering shall be deemed also to be made to Financial Adviser for its benefit.

Certain Covenants, Representations and Warranties of Client. a. (a) In connection with Financial Adviser’s 's activities hereunder, Client will cooperate with Financial Adviser and provide it reasonable access to the officers, directors, employees and Advisers of Client, and furnish to Financial Adviser all information and data regarding the business and financial condition of Client that the Financial Adviser deems appropriate for purposes of the Regulation A Offering Private Placement (the “Information”). b. (b) The Client represents and warrants that: : (i) as of each date of offer of the Securities and each date of closing of the Regulation A OfferingPrivate Placement, the Regulation A Offering Private Placement Materials will be complete and correct in all material respects and, except for those statements for which written supplemental corrections or additions have been made or given to the investors participating in such closing, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; any and (ii) any projected financial information or other forward-looking information which the Client provides to Financial Adviser will be made by Client in good faith, based on management’s 's best estimates at the time and based on facts and assumptions, which management believes are reasonable. A full management’s discussion of the underlying assumptions and risks relating to not achieving such projections will accompany all such projections. c. (c) The Client acknowledges and agrees that Financial Adviser, in rendering its services hereunder: (i) : i. will be using and relying on the Information provided by Client (as well as information available from public sources and other sources deemed reliable by Financial Adviser) without independent investigation or verification thereof or independent appraisal or evaluation of the Client, or its respective subsidiaries or affiliates, or any of their respective businesses or assets; (; ii) . is authorized to transmit to any Potential Investor the Regulation A Offering Private Placement Materials and forms of subscription agreements and any other legal documentation supplied to Financial Adviser for transmission to any Potential Investor by or on behalf of the Client in connection with the Regulation A OfferingPrivate Placement; and (iii) . does not and will not assume responsibility for the accuracy or completeness of the Regulation A Offering Private Placement Materials or any Information or other Information regarding the Client. Financial Adviser reserves the right to investigate and independently verify the Client’s representations and claims. d. . Client will be solely responsible for the contents of the Regulation A Offering Private Placement Materials (as amended and supplemented and including any information incorporated therein by reference). e. (d) If at any time prior to the completion of the offer and sale of the Securities an event occurs or circumstance exists and the Regulation A Offering Private Placement Materials (as then amended and supplemented) includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, Client will promptly notify Financial Adviser of such event and Financial Adviser will suspend solicitations of prospective purchasers of the Securities until such time as Client shall prepare (and Client agrees that, if it shall have notified Financial Adviser to suspend solicitations after Client has accepted orders from prospective purchasers, it will promptly prepare) a supplement or amendment to the Regulation A Offering Private Placement Materials which corrects such statement(s) or omission(s). f. (e) The Client acknowledges and agrees that (i) any advice rendered or material provided by Financial Adviser during the term of this Agreement or during the Regulation A Offering Private Placement process was and is intended solely for the benefit and confidential use of the Client and will not be reproduced, summarized, described or referred to or given to any other person or entity for any purpose without Financial Adviser’s 's prior written consent; (ii) Financial Adviser will act as an independent contractor and is being retained solely to assist Client in its efforts to effect the Regulation A OfferingPrivate Placement; (iii) Financial Adviser is not and will not be construed as a fiduciary of the Client and will have no duties or liabilities to the equity holders or creditors of the Client or to any other person or entity by virtue of this Agreement, and the retention of Financial Adviser hereunder, all of which duties and liabilities are hereby expressly waived; (iv) Financial Adviser does not provide legal, accounting and/or tax advice and Client agrees to retain its own counsel concerning any necessary legal, accounting and tax matters; and (v) nothing contained herein shall be construed to obligate Financial Adviser to purchase, as principal, any of the securities offered in the Regulation A OfferingPrivate Placement. g. (f) The Client represents and warrants to Financial Adviser that there are no brokers, representatives, representatives or other persons which have an interest in compensation due to Financial Adviser from any transaction contemplated herein. h. (g) The Client represents to Financial Adviser that it has not taken, and agrees that it will not take, any action, directly or indirectly, so as to cause the Regulation A Offering Private Placement to fail to be entitled to the exemption from registration afforded by Regulation A+ of Section 401 of the JOBS Act Section 3(b), as amended. In effecting the Regulation A OfferingPrivate Placement, the Client agrees to comply in all material respects with applicable provisions of the Securities Act of 1933 (the “Securities Act”) and any regulations thereunder and any applicable state laws and requirements, as well as any federal, state or foreign judicial decisions or opinions related thereto. i. (h) The Client represents and warrants that it does not and will not make any sale of the Securities with a view to distribution of the Securities (until such Securities become appropriately registered), and that this Regulation A Offering Private Placement does not and shall not violate any federal, state, local, foreign or other laws, rules, regulations or interpretations, including those rules, regulations and interpretations of the SEC, IRS, FINRA and any other self-regulatory organization or domestic or foreign governmental agency or entity. j. (i) The Client will not at any time during the term of this engagement, or for a period of six months following completion of the placement of Securities contemplated hereby, make any reference publicly to the transactions contemplated hereby, by way of the issuance of a press release, the placement of an advertisement or otherwise, without the prior consent of Financial Adviser. k. (j) The Client will provide copies to Financial Adviser of any current or previous filings with the SEC in the last twelve (12) months from the date of this letter. l. Client will collect and maintain investor funds in a segregated account and will treat investor funds in a manner consistent with the description in the Materials. Client will not remove (or permit the removal ofk) investor funds from Client’s segregated account without the express consent of the Financial Advisor m. The Client will take such action as is necessary to qualify the Securities for offer and sale under the securities laws of such states and other jurisdictions of the United States (including but not limited to Federal) and foreign jurisdictions as may be legally required. n. . The Client agrees (i) that any subscription or other similar agreement pursuant to which Securities are sold shall be in form and substance reasonably satisfactory to Financial Adviser and its counsel, shall comply with all applicable federal, state and foreign laws, rules and regulations and such other terms and conditions as are customary for private placement transactions of securities of such nature (or registration statements), and shall contain a representation and warranty of the Potential Investor for the benefit of Financial Adviser to the effect that the Potential Investor has conducted its own due diligence and not relied on any representation or statement made by Financial Adviser in connection with making its investment decision and (ii) to provide a copy of such executed document to Financial Adviser promptly following the execution and delivery thereof by Potential Investor. The Client agrees that any representations and warranties made by it to any investor in the Regulation A Offering Private Placement shall be deemed also to be made to Financial Adviser for its benefit.