Common use of Conditions of Placement Agent’s Obligations Clause in Contracts

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO and Issuer qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO and Issuer not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO and Issuer (and the Company following the First Closing) shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by them at or before the Closing. (c) The Memorandum did not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit 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. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum or enjoining the Offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and Issuer’s knowledge, threatened. (f) The Placement Agent shall have received a certificate of the Chief Executive Officer of each of OPCO and Issuer, dated as of the date of the First Closing (Issuer only for subsequent Closings), certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (g) OPCO and Issuer shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificate, each dated as of a date within ten (10) days prior to the First Closing from the secretary of state of its jurisdiction of incorporation; and (ii) resolutions of OPCO’s and Issuer’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, the Share Exchange Agreement and the transactions contemplated by the Share Exchange Agreement, and the Memorandum, certified by the Chief Executive Officer of OPCO and Issuer. (h) At each Closing, the Company shall pay and/or issue to the Placement Agent the Agent Cash Fee and Agent Expense Allowance earned in such Closing. Agent Warrants shall be delivered to the Placement Agent in accordance with Section 3(b) hereto. (i) At the First Closing, (i) OPCO shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co., Israeli counsel to OPCO, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent and its counsel, and (ii) Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx LLP, counsel to Issuer, dated as of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First Closing, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (j) All proceedings taken at or prior to any Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants and the Agent Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (k) With respect to the First Closing, the Share Exchange per the terms of the Share Exchange Agreement shall have been consummated. (l) Lock-up agreements with all of the Company’s officers, directors and stockholders owning in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (m) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable to the Placement Agent and as described in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxx.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect affect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO and Issuer qualified the Company herein (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier datedate except for any untrue or incorrect representation and warranty that, and individually or in the representations and warranties made by OPCO and Issuer aggregate, does not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier datehave a Company Material Adverse Effect. (b) OPCO and Issuer (and the The Company following the First Closing) shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed hereunder, and complied with by them it at or before the Closing. (c) The Memorandum did Subscription Documents do not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact relating to the Company or omit to state any material fact relating to the Company necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum Subscription Documents or enjoining the Offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and Issuerthe best of the Company’s knowledge, be contemplated or threatened. (fe) The Placement Agent shall have received a certificate of the Chief Executive Officer of each of OPCO and Issuerthe Company, dated as of the date of the First Closing (Issuer only for subsequent Closings)Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (gf) OPCO and Issuer The Company shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificate, each certificate dated as of a date within ten (10) 10 days prior to the First Closing Date from the secretary of state of its jurisdiction of incorporation; incorporation and (ii) resolutions of OPCO’s and Issuerthe Company’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, the Share Exchange Agreement and the transactions contemplated by the Share Exchange AgreementSubscription Documents, and the Memorandum, all as certified by the Chief Executive Officer of OPCO and Issuerthe Company. (hg) At each Closing, the Company shall pay and/or issue to the Placement Agent the Agent Cash Fee and Agent Expense Allowance Brokers’ Fees earned in such Closing. Agent Warrants shall be delivered to the Placement Agent in accordance with Section 3(b) hereto. (i) At the First Closing, (i) OPCO shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co., Israeli counsel to OPCO, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent and its counsel, and (ii) Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx LLP, counsel to Issuer, dated as of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First Closing, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (jh) All proceedings taken at or prior to any the Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants and the Agent Warrants Units will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (k) With respect to the First Closing, the Share Exchange per the terms of the Share Exchange Agreement shall have been consummated. (l) Lock-up agreements with all of the Company’s officers, directors and stockholders owning in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (m) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable to the Placement Agent and as described in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxx.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made in this Agreement by OPCO and Issuer the Company qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO and Issuer the Company not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO and Issuer (and the The Company following the First Closing) shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by them the Company at or before the Closing. (c) The Memorandum did shall not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit 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; for purposes of this Agreement, any SEC Report filed by the Company shall modify or otherwise supplement the Memorandum without any further action required by the Company. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company such parties in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum or enjoining the Offering or sale of the Units Shares shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and IssuerCompany’s knowledge, threatened. (f) The Placement Agent shall have received a certificate of an officer of the Chief Executive Officer of each of OPCO and IssuerCompany, dated as of the date of the First Closing (Issuer only for subsequent Closings)such Closing, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c), (d) and (de) above. (g) OPCO and Issuer Prior to the First Closing, the Company shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificatecertificate for the Company and each Subsidiary, each dated as of a date within ten (10) days prior to the First Closing from the secretary of state of its jurisdiction of incorporation; incorporation or formation, as applicable, and (ii) resolutions of OPCOthe Company’s and Issuer’s Board board of Directors directors approving this Agreement and the transactions and agreements contemplated by this Agreement, the Share Exchange Agreement and the transactions contemplated by the Share Exchange Agreement, and the Memorandum, certified by the Chief Executive Officer of OPCO and Issuerthe Company. (h) At each Closing, the Company shall pay and/or issue to the Placement Agent the Agent Cash Fee and Agent Expense Allowance earned in such Closing. Promptly following the Final Closing, the Placement Agent shall provide the Company with instructions with respect to the issuance of the Agent Warrants and the Company shall be delivered promptly issue said Agent Warrants and deliver same to the Placement Agent in accordance with Section 3(b) heretoAgent. (i) At the First each Closing, (i) OPCO the Company shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co.Disclosure Law Group, Israeli counsel to OPCOthe Company, dated as of the each such Closing Date, substantially in the form and substance reasonably satisfactory annexed hereto as Exhibit A. (j) Prior to each Closing, the Placement Agent and its counsel, and (ii) Issuer Company shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx LLP, counsel to Issuer, dated as provide evidence of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First Closing, dated as filing of the Closing Date, in form and substance reasonably satisfactory to Certificate of Designation on the Placement AgentSeries AA Preferred Stock with the State of Delaware covering the Shares issued at such Closing. (jk) All proceedings taken at or prior to any Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants and the Agent Warrants Shares will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, documents and certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (kl) With respect to the First At each Closing, the Share Exchange per Company shall provide irrevocable instructions to its transfer agent to issue into treasury shares, and reserve for future and automatic issuance upon the terms requested conversion of the Share Exchange Agreement shall have been consummated. (l) Lock-up agreements with all Shares by any holder, such number of shares of Common Stock issuable upon the conversion of the Company’s officers, directors and stockholders owning Shares sold in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First such Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (m) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable to the Placement Agent and as described in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxx.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect affect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO and Issuer qualified as to materiality the Company shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO and Issuer not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO and Issuer (and the The Company following the First Closing) shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed performed, and complied with by them it at or before the Closing. (c) The Memorandum did Subscription Documents do not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit 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. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum Subscription Documents or enjoining the Offering or sale of the Units Securities shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and Issuerthe best of the Company’s knowledge, be contemplated or threatened. (e) No holder of any of the Securities from the Offering will be subject to personal liability solely by reason of being such a holder, and except as described in the Subscription Documents, none of the Shares and Warrant Shares will be subject to preemptive or similar rights of any stockholder or security holder of the Company, or an adjustment under the antidilution or exercise rights of any holders of any outstanding shares of capital stock, membership units, options, warrants or other rights to acquire any securities of the Company. (f) There shall have been no material adverse change nor development involving a prospective change in the financial condition, operations or projects of the Company, except where such change would not have a Company Material Adverse Effect on the business activities, financial or otherwise, results of operations or prospects of the Company, taken individually or in the aggregate. (i) The Placement Agent shall have received a certificate of the Chief Executive Officer of each of OPCO and Issuerthe Company, dated as of the date of the First each Closing (Issuer only for subsequent Closings)Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c), (d), (e) and (df) above. (gj) OPCO and Issuer The Company shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificate, each certificate dated as of a date within ten (10) 10 days prior to the First date of the Closing from the secretary of state of its jurisdiction of incorporation; incorporation and (ii) resolutions of OPCO’s and Issuerthe Company’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, the Share Exchange Agreement and the transactions contemplated by the Share Exchange AgreementSubscription Documents, and the Memorandum, all as certified by the Chief Executive Officer of OPCO and Issuerthe Company. (hk) At each Closing, the Company shall pay and/or issue have (i) paid to the Placement Agent the Agent Cash Fee and Agent Expense Allowance earned respective Compensation as set forth in Section 3 above in respect of all Securities sold at such Closing, and (ii) paid all fees, costs and expenses as set forth in Section 5 hereof. Agent Within five (5) Business Days of the Closing, the Company shall deliver the Brokers Warrants shall be delivered to the Placement Agent in accordance with Section 3(b) heretoAgent. (il) At the First Closing, (i) OPCO There shall deliver have been delivered to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co., Israeli counsel to OPCO, the Company dated as of the each Closing Date, in form and substance reasonably satisfactory to the Placement Placements Agent and its counsel, and (ii) Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx LLP, counsel to Issuer, dated as of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First Closing, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (jm) All proceedings taken at or prior to any the Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants Shares and the Agent Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (kn) With respect to If in connection with the First ClosingOffering, the Share Exchange per the terms of the Share Exchange Agreement shall have been consummated. (l) Lock-up agreements with all of the Company’s officers, directors and stockholders owning in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with determines that the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (m) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable to Company or the Placement Agent and would be required to make a filing with the FINRA to enable the Placement Agent to act as described agent in the Memorandum shall Offering, the Company will do the following: The Company will cooperate with the Placement Agent with respect to all FINRA filings that the Company or the Placement Agent may be entered into by required to make and between provide all information and documentation necessary to make the Issuer filings in a timely manner. The Company will pay all any FINRA filing fees incurred in making the FINRA filings. The Company agrees and each understands that this Agreement in no way constitutes a guarantee that the Offering will be successful. The Company acknowledges that the Company is ultimately responsible for the successful completion of Mxxx Xxxxxxxx and Jxxxx Xxxxxxa transaction.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made in this Agreement by OPCO and Issuer the Company qualified as to materiality shall be true and correct in all material respects at all times prior to and on each the Closing Date, except to the extent any such representation or warranty expressly speaks as of relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO and Issuer the Company not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each the Closing Date, except to the extent any such representation or warranty expressly speaks as of relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO and Issuer (and the The Company following the First Closing) shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by them the Company at or before the each Closing. (c) The Memorandum did notNeither the SEC Reports nor the Offering Materials shall, and as of the date of any amendment or supplement thereto will notwill, include any untrue statement of a material fact or omit 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. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company such parties in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum or enjoining the Offering or sale of the Units Shares shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and Issuerthe Company’s knowledge, threatened. (f) The Placement Agent shall have received a certificate of an officer of the Chief Executive Officer of each of OPCO and IssuerCompany, dated as of the date of the First Closing (Issuer only for subsequent Closings)such Closing, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c), (d) and (de) above. (g) OPCO and Issuer Prior to each Closing, the Company shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificatecertificate for the Company and each Subsidiary, each dated as of a date within ten (10) days prior to the First Closing from the secretary of state of its jurisdiction of incorporation; incorporation or formation, as applicable, and (ii) resolutions of OPCOthe Company’s and Issuer’s Board board of Directors directors approving this Agreement and the transactions and agreements contemplated by this Agreement, the Share Exchange Agreement and the transactions contemplated by the Share Exchange Agreement, and the Memorandum, certified by the Chief Executive Officer of OPCO and Issuerthe Company. (h) At each Closing, the Company shall pay and/or issue to the Placement Agent the Agent Cash Fee and Agent Expense Allowance earned in such Closing. Promptly following the Final Closing, the Placement Agent shall provide the Company with instructions with respect to the issuance of the Agent Warrants and the Company shall be delivered promptly issue said Agent Warrants and deliver same to the Placement Agent in accordance with Section 3(b) heretoAgent. (i) At the First each Closing, (i) OPCO the Company shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co.Disclosure Law Group, Israeli counsel to OPCOthe Company, dated as of the each such Closing Date, substantially in the form and substance reasonably satisfactory annexed hereto as Exhibit A. (j) Prior to each Closing, the Placement Agent and its counsel, and (ii) Issuer Company shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx LLP, counsel to Issuer, dated as provide evidence of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First Closing, dated as filing of the Closing Date, in form and substance reasonably satisfactory to Certificate of Designation of the Placement AgentSeries AAA Junior Preferred Stock with the State of Delaware covering the Shares issued at such Closing. (jk) All proceedings taken at or prior to any a Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants and the Agent Warrants Shares will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, documents and certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (kl) With respect to the First At each Closing, the Share Exchange per Company shall provide irrevocable instructions to its transfer agent to issue into treasury shares, and reserve for future and automatic issuance upon the terms requested conversion of the Share Exchange Agreement shall have been consummated. (l) Lock-up agreements with all Shares by any holder, such number of shares of Common Stock issuable upon the conversion of the Company’s officers, directors and stockholders owning Shares sold in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First such Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (m) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable to the Placement Agent and as described in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxx.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO Organovo and Issuer Pubco qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO Organovo and Issuer Pubco not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO Organovo and Issuer (and the Company following the First Closing) Pubco shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by them it at or before the Closing. (c) The Memorandum did not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit 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. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum or enjoining the Offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCOthe best of Organovo’s and Issuer’s Pubco’ knowledge, be contemplated or threatened. (fe) The Placement Agent shall have received a certificate of the Chief Executive Officer of each of OPCO Organovo and IssuerPubco, dated as of the date of the First Closing (Issuer only for subsequent Closings)Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (gf) OPCO Organovo and Issuer Pubco shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificate, each certificate dated as of a date within ten (10) 10 days prior to the First Closing Date from the secretary of state of its jurisdiction of incorporation; and (ii) resolutions of OPCO’s Organovo's and Issuer’s Pubco's Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, the Share Exchange Merger Agreement and the transactions contemplated by the Share Exchange Agreement, and the Memorandum, certified by the Chief Executive Officer of OPCO Organovo and IssuerPubco, and (iii) resolutions of Organovo's shareholders and Organovo Acquisition Corp.’s Board of Directors and shareholders approving the Merger Agreement and the transactions and agreements contemplated by the Merger Agreement. (hg) At each Closing, the Company shall pay and/or issue to the Placement Agent the Agent Cash Fee Compensation and Agent Expense Allowance earned in such Closing. Agent Warrants shall be delivered to the Placement Agent in accordance with Section 3(b) hereto. (ih) At the First Closing, (i) OPCO Organovo shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion Xxxxx & Co.Xxxx LLP, Israeli counsel to OPCOOrganovo, dated as of the Closing Date, substantially in the form and substance reasonably satisfactory to the Placement Agent and its counsel, and (ii) Issuer annexed hereto as Exhibit B-1. Pubco shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx Gottbetter & Partners, LLP, counsel to Issuer, dated as of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First ClosingPubco, dated as of the Closing Date, substantially in the form and substance reasonably satisfactory to the Placement Agentannexed hereto as Exhibit B-2. (ji) All proceedings taken at or prior to any the Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants and the Agent Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (kj) With respect to the First Closing, the Share Exchange The Reverse Merger per the terms of the Share Exchange Merger Agreement shall have been consummated. (lk) Lock-up agreements with all of the CompanyOrganovo’s officers, existing officers and directors and stockholders owning who own in the aggregate 5% or more of the capital stock fully-diluted ownership of the Company immediately Organovo prior to the time of the First Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (ml) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable Pubco shall deliver to the Placement Agent and as described in the Memorandum a Joinder Agreement whereby Pubco shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxxbecome a party to this Agreement.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO JBT and Issuer qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO JBT and Issuer not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO JBT and Issuer (and the Company following the First Closing) shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by them it at or before the Closing. (c) The Memorandum did not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit 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. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum or enjoining the Offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s the best of JBT’ and Issuer’s knowledge, be contemplated or threatened. (f) The Placement Agent shall have received a certificate of the Chief Executive Officer of each of OPCO and Issuer, dated as of the date of the First Closing (Issuer only for subsequent Closings), certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (g) OPCO and Issuer shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificate, each dated as of a date within ten (10) days prior to the First Closing from the secretary of state of its jurisdiction of incorporation; and (ii) resolutions of OPCO’s and Issuer’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, the Share Exchange Agreement and the transactions contemplated by the Share Exchange Agreement, and the Memorandum, certified by the Chief Executive Officer of OPCO and Issuer. (h) At each Closing, the Company shall pay and/or issue to the Placement Agent the Agent Cash Fee and Agent Expense Allowance earned in such Closing. Agent Warrants shall be delivered to the Placement Agent in accordance with Section 3(b) hereto. (i) At the First Closing, (i) OPCO shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co., Israeli counsel to OPCO, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent and its counsel, and (ii) Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx LLP, counsel to Issuer, dated as of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First Closing, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (j) All proceedings taken at or prior to any Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants and the Agent Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (k) With respect to the First Closing, the Share Exchange per the terms of the Share Exchange Agreement shall have been consummated. (l) Lock-up agreements with all of the Company’s officers, directors and stockholders owning in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (m) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable to the Placement Agent and as described in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxx.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO InVivo and Issuer Pubco qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO InVivo and Issuer Pubco not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO InVivo and Issuer (and the Company following the First Closing) Pubco shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by them it at or before the Closing. (c) The Memorandum did not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit 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. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum or enjoining the Offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCOthe best of InVivo’s and Issuer’s Pubco’ knowledge, be contemplated or threatened. (fe) The Placement Agent shall have received a certificate of the Chief Executive Officer of each of OPCO InVivo and IssuerPubco, dated as of the date of the First Closing (Issuer only for subsequent Closings)Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (gf) OPCO InVivo and Issuer Pubco shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificate, each certificate dated as of a date within ten (10) 10 days prior to the First Closing Date from the secretary of state of its jurisdiction of incorporation; and (ii) resolutions of OPCO’s InVivo's and Issuer’s Pubco's Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, the Share Exchange Merger Agreement and the transactions contemplated by the Share Exchange Agreement, and the Memorandum, certified by the Chief Executive Officer of OPCO InVivo and IssuerPubco, and (iii) resolutions of InVivo's shareholders and InVivo Acquisition Corp.’s Board of Directors and shareholders approving the Merger Agreement and the transactions and agreements contemplated by the Merger Agreement. (hg) At each Closing, the Company shall pay and/or issue to the Placement Agent the Agent Cash Fee Compensation and Agent Expense Allowance earned in such Closing. Agent Warrants shall be delivered to the Placement Agent in accordance with Section 3(b) hereto. (ih) At the First Closing, (i) OPCO InVivo shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion Mxxxxxx Xxxxx & Co.Fxxx LLP, Israeli counsel to OPCOInVivo, dated as of the Closing Date, substantially in the form and substance reasonably satisfactory to the Placement Agent and its counsel, and (ii) Issuer annexed hereto as Exhibit A-1. Pubco shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx Gottbetter & Partners, LLP, counsel to Issuer, dated as of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First ClosingPubco, dated as of the Closing Date, substantially in the form and substance reasonably satisfactory to the Placement Agentannexed hereto as Exhibit A-2. (ji) All proceedings taken at or prior to any the Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants and the Agent Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (kj) With respect to the First Closing, the Share Exchange The Reverse Merger per the terms of the Share Exchange Merger Agreement shall have been consummated. (lk) Lock-up agreements with all of the CompanyInVivo’s officers, existing officers and directors and stockholders owning who own in the aggregate 5% or more of the capital stock fully-diluted ownership of the Company immediately InVivo prior to the time of the First Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (ml) Employment agreements Master Services Agreement with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx the Placement Agent in form and substance reasonably acceptable to the Placement Agent and as described consistent with the terms set forth in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx XxxxxxMemorandum.

Conditions of Placement Agent’s Obligations. The obligations of the -------------------------------------------- Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO and Issuer qualified as to materiality of the Company shall be true and correct in all material materials respects at all times prior to when made on the date hereof and as of each Closing Date as though made on and as of each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO and Issuer not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO and Issuer (and the The Company following the First Closing) shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by them it under the Transaction Documents at or before the each Closing. (c) The Memorandum did not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit 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. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum or enjoining the Offering offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and Issuer’s the best of the Company's knowledge, are contemplated or threatened. (fd) As of the First Closing, the Company will have an authorized capitalization as described in the Memorandum, of which not more than 7,500,000 shares of Common Stock shall be issued and outstanding, not including any options, warrants or similar rights outstanding or reserved for issuance as described in the Memorandum. (e) The Placement Agent shall have received a certificate of the Chief Executive Officer of each of OPCO and Issuerthe Company, dated as of the date of the First each Closing (Issuer only for subsequent Closings)Date, certifying, in such detail as Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (gf) OPCO and Issuer The Company shall have delivered to the Placement Agent: (i) a certified charter document and currently dated good standing certificate, each dated as of a date within ten (10) days prior to the First Closing certificate from the secretary of state of its jurisdiction of incorporation; incorporation and each jurisdiction in which the Company is qualified to do business as a foreign corporation, and (ii) certified resolutions of OPCO’s and Issuer’s the Company's Board of Directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement, the Share Exchange Agreement and the other Transaction Documents. (g) On or prior to the date hereof and at each Closing, (i) the independent auditors for the company shall have provided a letter confirming such matters as the Placement Agent may reasonably request and which are customary in transactions contemplated by the Share Exchange Agreement, and the Memorandum, certified by the Chief Executive Officer of OPCO and Issuerthis nature. (h) At each Closing, the Company shall pay and/or issue have (i) paid to the Placement Agent, the Placement Agent's Fee and its Expenses actually incurred as set forth in Section 3(d) hereof and (iii) executed and delivered to the Placement Agent the Agent Cash Fee and Agent Expense Allowance earned Agent's Warrants in such Closing. Agent Warrants shall be delivered an amount proportional to the Placement Agent in accordance with Section 3(b) heretoUnits sold. (i) At On or prior to the First Closing, each of Exigent Partners, L.P., X. Xxxxxxx Stoughton and Xxxxxx X. Xxxxx (icollectively, the "Significant Stockholders") OPCO shall deliver have agreed in writing not to sell, transfer or otherwise dispose of any of the Company's securities beneficially owned by them or issuable to them pursuant to the exercise of options, warrants or conversion, warrants or conversion of other securities without the Placement Agent's written consent, which consent shall not be unreasonably withheld, until the second anniversary of the Final Closing, except that such persons may make transfers to a parent, spouse, sibling or descendent, or to a trust for the benefit of any of the foregoing persons or otherwise up to 50,000 shares of Common Stock in the aggregate without the consent of the Placement Agent; provided, however, that such transfers shall be subject to this Section 6(i) and to Section 6(j) hereof and that the Placement Agent may require that any such permitted transfer be made subject to a voting agreement pursuant to which the transferring stockholder retains the right to vote all transferred shares until the second anniversary of the Final Closing. In addition, if within two years of the Final Closing, the Company registers any of its securities under the Act which registration is effective, the Significant Stockholders and any permitted transferees will extend the terms of the "lock-up" set forth in this Section 6(i) for any additional period reasonably requested by the underwriter, provided, however, that in the event that such registration is an underwritten registration and the underwriter shall agree, Significant Stockholders may sell shares in such offering in accordance with any piggy-back registration rights granted to such persons and in effect on the date hereof as described in the Memorandum. (j) On or prior to the First Closing, the Company and its Significant Stockholders shall have agreed in writing to give the Placement Agent, for a period of five (5) years from the Final Closing, the irrevocable preferential right of first offer described below to purchase for the Placement Agent's account, or to act as underwriter or agent for any proposed public or private offering of the Company's securities by the Company or any of its Significant Stockholders, subject to, however, rights of certain existing stockholders to purchase shares offered by the Company under the Stockholders Agreement. The Company and its Significant Stockholders agree to offer the Placement Agent the opportunity to purchase or sell such securities on terms no less favourable than they can obtain elsewhere. If, within 30 business days of the receipt of a notice of intention and statement of terms, the Placement Agent does not accept in writing such offer to purchase such securities or to act as underwriter or agent with respect to such offering upon the terms proposed, and subject to Section 6(i) hereof, the Company and the applicable Significant Stockholders shall be free to negotiate terms with third parties with respect to such offering and to effect such offering on such proposed terms. Before the Company or the Significant Stockholders shall accept any proposal having any significant term less favorable to them, the Placement Agent's preferential right shall be applied, and the procedure set forth above with respect to such modified proposal adopted. The Placement Agent's failure to exercise these preferential rights in any situation shall not affect the Placement Agent's preferential rights to any subsequent offering during the term of such agreement. (k) There shall have been delivered to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co., Israeli counsel to OPCOthe Company ("Company Counsel"), dated as of the each Closing Date, substantially in the form of Exhibit A hereto and otherwise in form and substance reasonably satisfactory to the Placement Agent and its counsel, and (ii) Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx LLP, counsel to Issuer, dated as of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First Closing, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (jl) All proceedings taken at or prior to any each Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants Units and the Agent Agent's Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it they may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (k) With respect to the First Closing, the Share Exchange per the terms of the Share Exchange Agreement shall have been consummated. (l) Lock-up agreements with all of the Company’s officers, directors and stockholders owning in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (m) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable to the Placement Agent and as described in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxx.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO and Issuer of the Company qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing DateClosing, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO and Issuer of the Company not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier dateClosing. (b) OPCO and Issuer (and the The Company following the First Closing) shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed by, and complied with by them with, at or before the each Closing. (c) The Memorandum did not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit 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. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum Disclosure Materials or enjoining the Offering offering or sale of the Units securities shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and Issuerthe best of the Company’s knowledge, are contemplated or threatened. (fd) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby. (e) The Placement Agent shall have received a certificate of certificates from the Chief Executive Officer of each of OPCO and IssuerCompany, dated as of the date of the First Closing (Issuer only for subsequent Closings)each Closing, certifying, in such detail as the Agent may reasonably request, as to the fulfillment of the conditions set forth in subparagraphs paragraphs (a), (b), (c) and (d) above. (gf) OPCO and Issuer shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificate, each dated as of a date within ten (10) days On or prior to the First Closing date hereof and at each Closing, the Company shall have provided a certificate to the Agent confirming that, to the best of its knowledge, there have been no material adverse changes in the condition (financial or otherwise) or prospects of the Company from the secretary date of state of its jurisdiction of incorporation; and (ii) resolutions of OPCO’s and Issuer’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreementfinancial statements included in the Disclosure Materials, the Share Exchange Agreement absence of undisclosed liabilities and such other matters relating to the transactions contemplated by financial condition and prospects of the Share Exchange Agreement, and Company that the Memorandum, certified by the Chief Executive Officer of OPCO and IssuerAgent may reasonably request. (hg) At each Closing, the Company shall pay and/or issue and deliver to the Placement Agent the Agent Cash Fee and Agent Expense Allowance earned in such Closing. Agent Warrants shall be delivered to the Placement Agent Agent’s Fee, calculated in accordance with Section 3(b) heretoSections 4(d). At each Closing, the Company shall also pay and deliver the Agent’s expenses (including legal fees of the Agent’s counsel). (ih) At The Agent shall have received, on each of the First date hereof and as of each Closing, (i) OPCO shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co., Israeli counsel to OPCO, letter dated as of the Closing Datedate hereof and as of each Closing, in form and substance reasonably satisfactory to the Placement Agent Agent, from the Company’s principal accounting firm containing statements and information of the type ordinarily included in accountants’ “comfort letters” to placement agents and/or underwriters with respect to the financial statements and certain financial information of the Company and its counselconsolidated subsidiaries contained in the Disclosure Materials, and (ii) Issuer provided that the letter shall deliver use a “cut-off date” not earlier than the third day prior to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx LLP, counsel to Issuer, dated as date of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First applicable Closing, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (ji) All proceedings taken at or prior to any Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants and the Agent Warrants securities will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates, good standing certificates and legal opinions, including opinions of the Company’s intellectual property counsel, as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (kj) With respect to the First ClosingThe Exchange Transaction shall have closed prior to, or concurrently with, the Share Exchange per the terms of the Share Exchange Agreement shall have been consummatedInitial Closing. (l) Lock-up agreements with all of the Company’s officers, directors and stockholders owning in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (m) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable to the Placement Agent and as described in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxx.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO KnowFat and Issuer Pubco qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO KnowFat and Issuer Pubco not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO KnowFat and Issuer (and the Company following the First Closing) Pubco shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by them it at or before the Closing. (c) The Memorandum did not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit 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. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum or enjoining the Offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCOthe best of KnowFat’s and Issuer’s Pubco’ knowledge, be contemplated or threatened. (fe) The Placement Agent shall have received a certificate of the Chief Executive Officer of each of OPCO KnowFat and IssuerPubco, dated as of the date of the First Closing (Issuer only for subsequent Closings)Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (gf) OPCO KnowFat and Issuer Pubco shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificate, each certificate dated as of a date within ten (10) 10 days prior to the First Closing Date from the secretary of state of its jurisdiction of incorporation; and (ii) resolutions of OPCO’s KnowFat's and Issuer’s Pubco's Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, the Share Exchange Merger Agreement and the transactions contemplated by the Share Exchange Agreement, and the Memorandum, certified by the Chief Executive Officer of OPCO KnowFat and IssuerPubco, and (iii) resolutions of KnowFat's and KnowFat Acquisition Corp.’s shareholders approving the Merger Agreement and the transactions and agreements contemplated by the Merger Agreement. (hg) At each Closing, the Company shall pay and/or issue to the Placement Agent the Agent Cash Fee Compensation and Agent Expense Allowance earned in such Closing. Agent Warrants shall be delivered to the Placement Agent in accordance with Section 3(b) hereto. (ih) At the First Closing, (i) OPCO KnowFat shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co.Xxxxxxxx Xxxx, Israeli counsel to OPCOKnowFat, dated as of the Closing Date, substantially in the form and substance reasonably satisfactory to the Placement Agent and its counsel, and (ii) Issuer annexed hereto as Exhibit A-1. Pubco shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx Gottbetter & Partners, LLP, counsel to Issuer, dated as of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First ClosingPubco, dated as of the Closing Date, substantially in the form and substance reasonably satisfactory to the Placement Agentannexed hereto as Exhibit A-2. (ji) All proceedings taken at or prior to any the Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants and the Agent Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (kj) With respect to the First Closing, the Share Exchange per the terms of the Share Exchange The Merger Agreement shall have been consummated. (lk) Lock-up agreements with all of the Company’s executive officers, directors and stockholders owning in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First Closingkey employees, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (ml) Employment agreements with Mxxx XxxxxxxxIf requested by the Placement Agent, and Jxxxx Xxxxxx a registration rights agreement, in form and substance reasonably acceptable to the Placement Agent and as described in the Memorandum Agent, shall be entered into executed and delivered by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx XxxxxxCompany, covering the Agent Warrant Shares.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made in this Agreement by OPCO and Issuer the Company qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO and Issuer the Company not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO and Issuer (and the The Company following the First Closing) shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by them the Company at or before the Closing. (c) The Memorandum did notNeither the SEC Reports nor the Offering Materials shall, and as of the date of any amendment or supplement thereto will notwill, include any untrue statement of a material fact or omit 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. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company such parties in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum or enjoining the Offering or sale of the Units Shares shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and IssuerCompany’s knowledge, threatened. (f) The Placement Agent shall have received a certificate of an officer of the Chief Executive Officer of each of OPCO and IssuerCompany, dated as of the date of the First Closing (Issuer only for subsequent Closings)such Closing, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c), (d) and (de) above. (g) OPCO and Issuer Prior to the First Closing, the Company shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificatecertificate for the Company and each Subsidiary, each dated as of a date within ten (10) days prior to the First Closing from the secretary of state of its jurisdiction of incorporation; incorporation or formation, as applicable, and (ii) resolutions of OPCOthe Company’s and Issuer’s Board board of Directors directors approving this Agreement and the transactions and agreements contemplated by this Agreement, the Share Exchange Agreement and the transactions contemplated by the Share Exchange Agreement, and the Memorandum, certified by the Chief Executive Officer of OPCO and Issuerthe Company. (h) At each Closing, the Company shall pay and/or issue to the Placement Agent the Agent Cash Fee and Agent Expense Allowance earned in such Closing. Promptly following the Final Closing, the Placement Agent shall provide the Company with instructions with respect to the issuance of the Agent Warrants and the Company shall be delivered promptly issue said Agent Warrants and deliver same to the Placement Agent in accordance with Section 3(b) heretoAgent. (i) At the First each Closing, (i) OPCO the Company shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co.Disclosure Law Group, Israeli counsel to OPCOthe Company, dated as of the each such Closing Date, substantially in the form and substance reasonably satisfactory annexed hereto as Exhibit A. (j) Prior to each Closing, the Placement Agent and its counsel, and (ii) Issuer Company shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx LLP, counsel to Issuer, dated as provide evidence of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First Closing, dated as filing of the Closing Date, in form and substance reasonably satisfactory to Certificate of Designation on the Placement AgentSeries AAA Preferred Stock with the State of Delaware covering the Shares issued at such Closing. (jk) All proceedings taken at or prior to any Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants and the Agent Warrants Shares will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, documents and certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (kl) With respect to the First At each Closing, the Share Exchange per Company shall provide irrevocable instructions to its transfer agent to issue into treasury shares, and reserve for future and automatic issuance upon the terms requested conversion of the Share Exchange Agreement shall have been consummated. (l) Lock-up agreements with all Shares by any holder, such number of shares of Common Stock issuable upon the conversion of the Company’s officers, directors and stockholders owning Shares sold in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First such Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (m) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable to the Placement Agent and as described in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxx.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO and Issuer of the Company qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO and Issuer of the Company not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO and Issuer (and the The Company following the First Closing) shall have performed and complied complied, in all material respects respects, with all agreements, covenants and conditions required to be performed and complied with by them it pursuant to this Agreement and under the Transaction Documents at or before the each Closing. (c) The Memorandum did not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit 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. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum or enjoining the Offering offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and Issuerthe best of the Company’s knowledge, are contemplated or threatened. (d) As of the First Closing, the Company will have the authorized capitalization as described in the Memorandum. (e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (f) The Placement Agent shall have received a certificate of the Chief Executive Officer of each of OPCO and Issuerthe Company, dated as of the date of the First each Closing (Issuer only for subsequent Closings)Date, certifying, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in subparagraphs paragraphs (a), (b), (c), (d) and (de) above. (g) OPCO and Issuer The Company shall have delivered to the Placement Agent: (i) a certified charter document and currently dated good standing certificate, each dated as of a date within ten (10) days prior to the First Closing certificate from the secretary Secretary of state State of its Delaware and each jurisdiction of incorporation; in which the Company is qualified to do business as a foreign corporation and (ii) at the First Closing, certified resolutions of OPCO’s and Issuerthe Company’s Board of Directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement, the Share Exchange Agreement and the transactions contemplated by the Share Exchange Agreement, and the Memorandum, certified by the Chief Executive Officer of OPCO and Issuerother Transaction Documents. (h) At each Closing, the Chief Executive Officer and the Chief Financial Officer of the Company shall pay and/or issue have provided a certificate to the Placement Agent confirming that, to their knowledge, there have been (i) no material adverse changes in the Agent Cash Fee condition (financial or otherwise) or prospects of the Company from the date of the financial statements included in the Memorandum, and Agent Expense Allowance earned (ii) no incurrence by the Company of any undisclosed material liabilities (other than liabilities arising in the ordinary course of business subsequent to the date of the most recent balance sheet included in the Memorandum) and such Closing. Agent Warrants shall be delivered other matters relating to the financial condition and prospects of the Company that the Placement Agent in accordance with Section 3(b) heretomay reasonably request. (i) At each Closing, the Company shall pay and deliver to the Placement Agent the Agent’s Fee, calculated in accordance with Sections 4(d) and the Blue Sky Expenses in accordance with Section 6(j) hereof. (j) At each Closing, the Company shall pay and deliver to the Placement Agent the Agent’s Expense Allowance, calculated in accordance with Section 4(f) hereof. (k) At each Closing (or at the Final Closing at the Placement Agent’s sole discretion), the Company shall have delivered to the Placement Agent and/or its designees, the appropriate number of Agent’s Warrants, calculated in accordance with Section 4(e) hereof. (l) Concurrently with the formation of the Company, 6,500,000 shares of Common Stock shall have been issued to Strategic Models LLC, Dxxxx Xxxxxxxxx, Sxxxx Xxx Zxxx, Mxxx Plevinsli, Dxx Xxxxxxxxx, Ixxxx and Exxx Xxxxx and Yxxxx Xxxxxxxx (collectively, the “Founders”), on a pro-rata basis, at price per share equal to the par value per share of the Common Stock. Concurrently with or immediately prior to the consummation of the First Closing, the Founders shall contribute (pursuant to documentation acceptable to the Placement Agent in its reasonable discretion) to the Company all intellectual property and their rights or assets necessary for the conduct of the Company’s business as described in the Memorandum in consideration of the issuance of 1,000,000 additional shares of Common Stock in a transaction (collectively with the investment made by the investors in the Offering) intended to qualify as tax free under Section 351 of the Internal Revenue Code of 1986, as amended. (m) At the First Closing and each Closing thereafter, (i) OPCO the Company and each subscriber as of the date thereof shall deliver have entered into a Subscription Agreement and (ii) the Company, each subscriber as of the date thereof, and the Placement Agent shall have entered into the Investor Rights Agreement. At each Closing following the First Closing, additional subscribers shall have entered into a Subscription Agreement and an Investor Rights Agreement. (n) At the First Closing and each Closing thereafter (or within 3 business days following such Closing), the Company shall have executed and delivered to the Placement Agent, on behalf of the subscribers, certificates for the Shares and Warrants in the respective amount set forth opposite each of the subscribers set forth on a closing subscriber list spreadsheet for the relevant closing. (o) There shall have been delivered to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co., Israeli counsel to OPCOthe Company, dated as of the each Closing Date, in form and substance reasonably satisfactory to the Placement Agent and its counsel, and (ii) Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx LLP, counsel to Issuer, dated as of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First Closing, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (jp) All proceedings taken at or prior to any each Closing in connection with the authorization, issuance and sale of the Units, the Shares, the Preferred SharesWarrants, the Exchange Agent’s Warrants and the Agent Warrants Warrant Shares will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (k) With respect to the First Closing, the Share Exchange per the terms of the Share Exchange Agreement shall have been consummated. (l) Lock-up agreements with all of the Company’s officers, directors and stockholders owning in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (m) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable to the Placement Agent and as described in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxx.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made in this Agreement by OPCO and Issuer the Company qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO and Issuer the Company not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO and Issuer (and the The Company following the First Closing) shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by them the Company at or before the Closing. (c) The Memorandum did Disclosure Materials shall not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit 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. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company such parties in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum Disclosure Materials or enjoining the Offering or sale of the Units Shares shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and IssuerCompany’s knowledge, threatened. (f) The Placement Agent shall have received a certificate of an officer of the Chief Executive Officer of each of OPCO and IssuerCompany, dated as of the date of the First Closing (Issuer only for subsequent Closings)such Closing, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c), (d) and (de) above. (g) OPCO and Issuer Prior to the First Closing, the Company shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificatecertificate for the Company and each Subsidiary, each dated as of a date within ten (10) days prior to the First Closing from the secretary of state of its jurisdiction of incorporation; incorporation or formation, as applicable, and (ii) resolutions of OPCOthe Company’s and Issuer’s Board board of Directors directors approving this Agreement and the transactions and agreements contemplated by this Agreement, the Share Exchange Agreement and the transactions contemplated by the Share Exchange Agreement, and the Memorandum, certified by the Chief Executive Officer of OPCO and Issuerthe Company. (h) At each Closing, the Company shall pay and/or issue to the Placement Agent the Agent Cash Fee and Agent Expense Allowance earned in such Closing. Agent Warrants shall be delivered to the Placement Agent in accordance with Section 3(b) hereto. (i) At the First each Closing, (i) OPCO the Company shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion Xxxxxxxx & Co.Worcester, Israeli counsel to OPCOthe Company, dated as of the each such Closing Date, in a form and substance reasonably satisfactory acceptable to the Placement Agent and its counsel, and (ii) Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx LLP, counsel to Issuer, dated as of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First Closing, dated as of the Closing Date, in form and substance reasonably satisfactory to consistent with prior financings that Xxxxx has consummated with the Placement Agent. (j) Prior to the First Closing, the Company shall provide evidence of the filing of the Certificate of Designation on the Series C Preferred Stock with the State of Delaware. (k) All proceedings taken at or prior to any Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants and the Agent Warrants Shares will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, documents and certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (kl) With respect to the First At each Closing, the Share Exchange per Company shall provide irrevocable instructions to its transfer agent to issue into treasury shares, and reserve for future and automatic issuance upon the terms requested conversion of the Share Exchange Agreement shall have been consummated. (l) Lock-up agreements with all Shares by any holder, such number of shares of Common Stock issuable upon the conversion of the Company’s officers, directors and stockholders owning Shares sold in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First such Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (m) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable to the Placement Agent and as described in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxx.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect affect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO and Issuer qualified as to materiality the Company shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier datedate and except for any untrue or incorrect representation and warranty that, and individually or in the representations and warranties made by OPCO and Issuer aggregate, does not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier datehave a Company Material Adverse Effect. (b) OPCO and Issuer (and the The Company following the First Closing) shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed herein, and complied with by them it at or before the Closing. (c) The Memorandum did Subscription Documents do not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact by the Company or omit to state any material fact by the Company necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum Subscription Documents or enjoining the Offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and Issuerthe best of the Company’s knowledge, be contemplated or threatened. (fe) The Placement Agent shall have received a certificate of the Chief Executive Officer of each of OPCO and Issuerthe Company, dated as of the date of the First Closing (Issuer only for subsequent Closings)Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (gf) OPCO and Issuer The Company shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificate, each certificate dated as of a date within ten (10) 10 days prior to the First Closing Date from the secretary of state of its jurisdiction of incorporation; incorporation and (ii) resolutions of OPCO’s and Issuerthe Company’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, the Share Exchange Agreement and the transactions contemplated by the Share Exchange AgreementSubscription Documents, and the Memorandum, all as certified by the Chief Executive Officer of OPCO and Issuerthe Company. (hg) At each Closing, the Company shall pay and/or issue to the Placement Agent the Agent Cash Fee and Agent Expense Allowance Brokers’ Fees earned in such Closing. Agent Warrants shall be delivered to the Placement Agent in accordance with Section 3(b) hereto. (i) At the First Closing, (i) OPCO shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co., Israeli counsel to OPCO, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent and its counsel, and (ii) Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx LLP, counsel to Issuer, dated as of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First Closing, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (jh) All proceedings taken at or prior to any the Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants and the Agent Warrants Units will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (k) With respect to the First Closing, the Share Exchange per the terms of the Share Exchange Agreement shall have been consummated. (l) Lock-up agreements with all of the Company’s officers, directors and stockholders owning in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (m) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable to the Placement Agent and as described in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxx.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO and Issuer the Company qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO and Issuer the Company not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO and Issuer (and the The Company following the First Closing) shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by them it at or before the Closing. (c) The Memorandum did not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit 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. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum or enjoining the Offering or sale of the Units Series A Preferred Shares shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and Issuerthe best of the Company’s knowledge, be contemplated or threatened. (fe) The Placement Agent shall have received a certificate of the Chief Executive Officer of each of OPCO and Issuerthe Company, dated as of the date of the First Closing (Issuer only for subsequent Closings)Date, certifying, certifying as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (gf) OPCO and Issuer The Company shall have delivered to the Placement Agent: (i) a certified charter document (including the Certificate of Designations) and good standing certificatecertificate of each of the Company and each of its Subsidiaries, each dated as of a date within ten (10) 10 days prior to the First Closing Date from the secretary of state of its jurisdiction of incorporation; and (ii) resolutions of OPCO’s and Issuer’s the Company's Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, the Share Exchange Agreement and the transactions contemplated by the Share Exchange Agreement, and the Memorandum, certified by the Chief Executive Officer of OPCO and Issuerthe Company. (hg) At each Closing, the Company shall pay and/or issue to the Placement Agent the Agent Cash Fee Compensation and Agent Expense Allowance earned in such Closing. Agent Warrants shall be delivered to the Placement Agent in accordance with Section 3(b) hereto. (ih) At the First Closing, (i) OPCO The Company shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co., Israeli counsel to OPCO, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent and its counsel, and (ii) Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx LLP, counsel to Issuerthe Company, dated as of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First Closing, dated as of the each Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (ji) All proceedings taken at or prior to any the Closing in connection with the authorization, issuance and sale of the Shares, the Series A Preferred Shares, the Exchange Warrants Shares and the Agent Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (k) With respect to the First Closing, the Share Exchange per the terms of the Share Exchange Agreement shall have been consummated. (l) Lock-up agreements with all of the Company’s officers, directors and stockholders owning in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (m) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable to the Placement Agent and as described in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxx.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made in this Agreement by OPCO and Issuer the Company qualified as to materiality shall be true and correct in all material respects at all times prior to and on each the Closing Date, except to the extent any such representation or warranty expressly speaks as of relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO and Issuer the Company not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each the Closing Date, except to the extent any such representation or warranty expressly speaks as of relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO and Issuer (and the The Company following the First Closing) shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by them the Company at or before the Closing. (c) The Memorandum did notNeither the SEC Reports nor the Offering Materials shall, and as of the date of any amendment or supplement thereto will notwill, include any untrue statement of a material fact or omit 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. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company such parties in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum or enjoining the Offering or sale of the Units Shares shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and IssuerCompany’s knowledge, threatened. (f) The Placement Agent shall have received a certificate of an officer of the Chief Executive Officer of each of OPCO and IssuerCompany, dated as of the date of the First Closing (Issuer only for subsequent Closings)such Closing, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c), (d) and (de) above. (g) OPCO and Issuer Prior to the Closing, the Company shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificatecertificate for the Company and each Subsidiary, each dated as of a date within ten (10) days prior to the First Closing from the secretary of state of its jurisdiction of incorporation; incorporation or formation, as applicable, and (ii) resolutions of OPCOthe Company’s and Issuer’s Board board of Directors directors approving this Agreement and the transactions and agreements contemplated by this Agreement, the Share Exchange Agreement and the transactions contemplated by the Share Exchange Agreement, and the Memorandum, certified by the Chief Executive Officer of OPCO and Issuerthe Company. (h) At each Closing, the Company shall pay and/or issue to the Placement Agent the Agent Cash Fee and Agent Expense Allowance earned in such Closing. Promptly following the Final Closing, the Placement Agent shall provide the Company with instructions with respect to the issuance of the Agent Warrants and the Company shall be delivered promptly issue said Agent Warrants and deliver same to the Placement Agent in accordance with Section 3(b) heretoAgent. (i) At the First Closing, (i) OPCO the Company shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co.Disclosure Law Group, Israeli counsel to OPCOthe Company, dated as of the each such Closing Date, substantially in the form and substance reasonably satisfactory annexed hereto as Exhibit A. (j) Prior to Closing, the Placement Agent and its counsel, and (ii) Issuer Company shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx LLP, counsel to Issuer, dated as provide evidence of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First Closing, dated as filing of the Closing Date, in form and substance reasonably satisfactory to Certificate of Designation of the Placement AgentSeries AAA Junior Preferred Stock with the State of Delaware covering the Shares issued at such Closing. (jk) All proceedings taken at or prior to any the Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants and the Agent Warrants Shares will be reasonably satisfactory in fin form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, documents and certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (kl) With respect to At the First Closing, the Share Exchange per Company shall provide irrevocable instructions to its transfer agent to issue into treasury shares, and reserve for future and automatic issuance upon the terms requested conversion of the Share Exchange Agreement shall have been consummated. (l) Lock-up agreements with all Shares by any holder, such number of shares of Common Stock issuable upon the conversion of the Company’s officers, directors and stockholders owning Shares sold in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First such Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (m) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable to the Placement Agent and as described in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxx.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO and Issuer the Company qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO and Issuer the Company not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO and Issuer (and the The Company following the First Closing) shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by them it in this Agreement at or before the Closing. (c) The Memorandum did not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit 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. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum or enjoining the Offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and Issuerthe best of the Company’s knowledge, be contemplated or threatened. (fd) The Placement Agent shall have received a certificate of the Chief Executive Officer of each of OPCO and Issuerthe Company, dated as of the date of the First Closing (Issuer only for subsequent Closings)Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (dc) above. (ge) OPCO and Issuer The Company shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificate, each dated as of a date within ten (10) 10 days prior to the First Closing Date from the secretary of state of its jurisdiction of incorporationDelaware; and (ii) resolutions of OPCO’s and Issuerthe Company’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, the Share Exchange Agreement and the transactions contemplated by the Share Exchange Agreement, and the Memorandum, certified by the Chief Executive Officer of OPCO and Issuerthe Company. (hf) At each Closing, the Company shall pay and/or issue to the Placement Agent the Agent Cash Fee Compensation and Agent Expense Allowance earned in such Closing. ; provided, however, that the Company shall be required to issue the Agent Warrants shall be delivered only pursuant to the Placement Agent in accordance with Section 3(b4(e) heretohereof. (ig) At the First Closing, (i) OPCO The Company shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co.Xxxxxx LLP, Israeli counsel to OPCOthe Company, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent and its counsel, and (ii) Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx LLP, counsel to Issuer, dated as of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First Closing, dated as of the Closing Date, in form and substance reasonably satisfactory acceptable to the Placement Agent. (jh) All proceedings taken at or prior to any the Closing in connection with the authorization, issuance and sale of the SharesNotes, the Preferred Shares, the Exchange Warrants and the Agent Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (k) With respect to the First Closing, the Share Exchange per the terms of the Share Exchange Agreement shall have been consummated. (l) Lock-up agreements with all of the Company’s officers, directors and stockholders owning in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (m) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable to the Placement Agent and as described in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxx.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO and Issuer qualified as to materiality the Company shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO and Issuer not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO and Issuer (and the The Company following the First Closing) shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed performed, and complied with by them it at or before the Closing. (c) The Memorandum did Subscription Documents do not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit 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. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum Subscription Documents or enjoining the Offering or sale of the Units Securities shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and Issuerthe best of the Company’s knowledge, be contemplated or threatened. (e) No holder of any of the Securities from the Offering will be subject to personal liability solely by reason of being such a holder, and except as described in the Subscription Documents, none of the Securities, Shares, Warrants, Broker Warrants, Warrant Shares, Broker Warrant Shares will be subject to preemptive or similar rights of any stockholder or security holder of the Company, or an adjustment under any antidilution or exercise rights of any holders of any outstanding shares of capital stock, membership Securities, options, warrants or other rights to acquire any securities of the Company. (f) Since December 31, 2019, except as specifically disclosed herein, in the Subscription Documents or in the Company SEC Filings there have been no events, occurrences or developments that have had or would reasonably be expected to have an Innovate Material Adverse Effect. (g) The Placement Agent shall have received a certificate of the Chief Executive Officer of each of OPCO and Issuerthe Company, dated as of the date of the First each Closing (Issuer only for subsequent Closings)Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c), (d), (e) and (df) above. (gh) OPCO and Issuer The Company shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificate, each certificate dated as of a date within ten (10) 10 days prior to the First date of the Closing from the secretary of state of its jurisdiction of incorporation; incorporation and (ii) resolutions of OPCO’s and Issuerthe Company’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, the Share Exchange Agreement and the transactions contemplated by the Share Exchange AgreementSubscription Documents, and the Memorandum, all as certified by the Chief Executive Officer of OPCO and Issuerthe Company. (hi) At each Closing, the Company shall pay and/or issue have (i) paid to the Placement Agent the Agent Cash Fee and Agent Expense Allowance earned Compensation as set forth in Section 3 above in respect of all Securities sold by it at such Closing. Agent , (ii) executed and delivered the Broker Warrants shall be delivered to in respect of all Securities sold by it at such Closing as per the instructions of the Placement Agent and (iii) paid all fees, costs and expenses as set forth in accordance with Section 3(b) hereto5 hereof. (ij) At the First Closing, (i) OPCO There shall deliver have been delivered to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co., Israeli counsel to OPCO, the Company dated as of the Closing Datedate of the Closing, in form and substance reasonably satisfactory to the Placement Agent and its counsel, and (ii) Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx LLP, counsel to Issuer, dated as of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First Closing, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (jk) All proceedings taken at or prior to any the Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants and the Agent Warrants Securities will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it they may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (k) With respect to the First Closing, the Share Exchange per the terms of the Share Exchange Agreement shall have been consummated. (l) Lock-up agreements If in connection with all of the Company’s officersOffering, directors and stockholders owning in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First Closing, in form and substance reasonably acceptable to the Placement Agent and consistent determines that it or the Company would be required to make a filing with the terms set forth FINRA to enable the Placement Agent to act as agent in the MemorandumOffering, shall have been executed and delivered to the Company will do the following: The Company will cooperate with the Placement AgentAgent with respect to all FINRA filings that the Company or the Placement Agent may be required to make, provide all information and documentation reasonably necessary to make the filings in a timely manner and pay any FINRA filing fees. (m) Employment agreements with Mxxx Xxxxxxxx, The Company agrees and Jxxxx Xxxxxx understands that this Agreement in form and substance acceptable to no way constitutes a guarantee that the Placement Agent and as described in the Memorandum shall Offering will be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxxsuccessful.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect affect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO and Issuer qualified as to materiality the Company shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO and Issuer not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO and Issuer (and the The Company following the First Closing) shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed performed, and complied with by them it at or before the Closing. (c) The Memorandum did Subscription Documents do not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit 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. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum Subscription Documents or enjoining the Offering or sale of the Units Bridge Notes shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and Issuerthe best of the Company’s knowledge, be contemplated or threatened. (e) No holder of any of the Bridge Notes from the Offering will be subject to personal liability solely by reason of being such a holder, and except as described in the Subscription Documents, none of the Company’s Bridge Notes, Unit Shares, Unit Warrants, Unit Warrant Shares, Placement Agent Warrants, or Placement Agent Warrant Shares will be subject to preemptive or similar rights of any stockholder or security holder of the Company, or an adjustment under the antidilution or exercise rights of any holders of any outstanding shares of capital stock, membership units, options, warrants or other rights to acquire any securities of the Company. (f) The There shall have been no material adverse change nor development involving a prospective change in the financial condition, operations or projects of the Company, except where such change would not have a Company Material Adverse Effect on the business activities, financial or otherwise, results of operations or prospects of the Company, taken individually or in the aggregate. (g) If requested, the Placement Agent shall have received a certificate of the Chief Executive Officer of each of OPCO and Issuerthe Company, dated as of the date of the First Closing (Issuer only for subsequent Closings)Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c), (d), (e) and (df) above. (gh) OPCO and Issuer The Company shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificate, each certificate dated as of a date within ten (10) 10 days prior to the date of the First Closing from the secretary of state of its jurisdiction of incorporation; incorporation and (ii) resolutions of OPCO’s and Issuerthe Company’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, the Share Exchange Agreement and the transactions contemplated by the Share Exchange AgreementSubscription Documents, and the Memorandum, all as certified by the Chief Executive Officer of OPCO and Issuerthe Company. (hi) At each Closing, the Company shall pay and/or issue have (i) paid to the Placement Agent the Placement Agent Cash Fee and Agent Expense Allowance earned in respect of all Bridge Notes sold at such Closing. Agent Warrants shall be , (ii) executed and delivered to the Placement Agent the Placement Agent Warrants in accordance with respect of all Bridge Notes sold at such Closing, and (iii) paid all fees, costs and expenses as set forth in Section 3(b) hereto5 hereof. (ij) At the First Closing, (i) OPCO There shall deliver have been delivered to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co., Israeli counsel to OPCO, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent and its counsel, and (ii) Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx LLP, counsel to Issuer, dated as of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First Closing, dated as of the each Closing Date, in form and substance reasonably satisfactory to the Placement Agentdate. (jk) All proceedings taken at or prior to any the Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants Bridge Notes and the Placement Agent Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (k) With respect to the First Closing, the Share Exchange per the terms of the Share Exchange Agreement shall have been consummated. (l) Lock-up agreements with all of The Company agrees and understands that this Agreement in no way constitutes a guarantee that the Company’s officers, directors and stockholders owning in the aggregate 5% or more of the capital stock of Offering will be successful. The Company acknowledges that the Company immediately prior to is ultimately responsible for the time successful completion of the First Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agenta transaction. (m) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable to the Placement Agent and as described in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxx.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO and Issuer of the Company qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO and Issuer of the Company not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO and Issuer (and the The Company following the First Closing) shall have performed and complied complied, in all material respects respects, with all agreements, covenants and conditions required to be performed and complied with by them it pursuant to this Agreement and under the Transaction Documents at or before the each Closing. (c) The Memorandum did not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit 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. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum or enjoining the Offering offering or sale of the Units Convertible Notes shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and Issuerthe best of the Company’s knowledge, are contemplated or threatened. (fd) As of the First Closing, the Company will have the authorized capitalization as described in the Memorandum. (e) The Placement Agent shall have received a certificate of the Chief Executive Officer of each of OPCO and Issuerthe Company, dated as of the date of the First each Closing (Issuer only for subsequent Closings)Date, certifying, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in subparagraphs paragraphs (a), (b), (c) and (d) above. (gf) OPCO and Issuer The Company shall have delivered to the Placement Agent: (i) a certified charter document and currently dated good standing certificate, each dated as of a date within ten (10) days prior to the First Closing certificate from the secretary Secretary of state State of its Nevada and each jurisdiction of incorporation; and including but not limited to, New Jersey, in which the Company is qualified to do business as a foreign corporation, (ii) certified copies of the Company’s articles of incorporation and bylaws currently in effect, and (iii) at the First Closing, certified resolutions of OPCO’s and Issuerthe Company’s Board of Directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement, the Share Exchange Agreement and the transactions contemplated by the Share Exchange Agreementother Transaction Documents. (g) At each Closing, and the Memorandum, certified by the Chief Executive Officer and the Chief Financial Officer of OPCO the Company shall have provided a certificate to the Placement Agent confirming that there have been no material adverse changes in the condition (financial or otherwise) or prospects of the Company from the date of the financial statements included in the Memorandum, the absence of undisclosed known material liabilities (other than liabilities arising in the ordinary course of business subsequent to the date of the most recent balance sheet included in the Memorandum) and Issuersuch other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably request. (h) At each Closing, the Company shall pay and/or issue and deliver to the Placement Agent the Agent Cash Fee and Agent Expense Allowance earned in such Closing. Agent Warrants shall be delivered to the Placement Agent Agent’s Expenses, calculated in accordance with Section 3(b3(e) heretohereof. (i) At each Closing, the Company shall pay and deliver to the Placement Agent the Agent’s Fee, calculated in accordance with Sections 3(d). At the First Closing the Company shall pay and deliver to the Placement Agent the Legal Expenses. (j) At the Closing of the Maximum Amount, the Company shall have delivered the Fee Shares to the Placement Agent. (k) At the First Closing, the Company and Xxxxxx Asset Partners, LLC, as collateral agent, shall have entered into the Security Agreement. (il) OPCO At the First Closing and each Closing thereafter, the Company and each Investor as of the date thereof shall deliver have entered into a Subscription Agreement and the Registration Rights Agreement. (m) At the First Closing and each Closing thereafter (or within 3 business days following such Closing), the Company shall have executed and delivered to the Placement Agent on behalf of the Investors the Convertible Notes in the respective amounts set forth opposite each Investor(s) set forth on a closing investor list spreadsheet for the relevant closing. (n) There shall have been delivered to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co., Israeli counsel to OPCOthe Company, dated as of the each Closing Date, in form and substance reasonably satisfactory to counsel to the Placement Agent, in the form and substance customarily delivered in transactions of this nature. (o) From and after the First Closing, (i) the Company’s Board of Directors shall consist of six members, (ii) the Placement Agent and its counsel, shall have the right to appoint two directors and (ii) Issuer the holders of the Bridge Notes shall deliver have the right to appoint two directors, subject to the approval of the Company, which approval shall not be unreasonably withheld. The Company has approved the appointment of Xxxxx Xxxxxxx as a Board member contingent upon and as of the First Closing. The Company shall use its best efforts to ensure that the Placement Agent’s and Bridge Note holders’ nominees continue to be elected to the Board of Directors for a period of at least two years from the Termination Date. Xxxxxxx X. Xxxxxxxxx shall remain as a director and Chairman. In addition, for a period of two years from the Termination Date the Placement Agent a signed opinion shall have the right to attend all Board of Lxxxxxx Kxxxxx LLP, counsel to Issuer, dated Directors meetings as of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First Closing, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agentan observer. (jp) At or prior to the First Closing the officers, directors and key employees of the Company shall have entered into Lock-Up Agreements with the Company, in substantially the form attached hereto as Exhibit B. (q) All proceedings taken at or prior to any each Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants and the Agent Warrants Convertible Notes will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (k) With respect to the First Closing, the Share Exchange per the terms of the Share Exchange Agreement shall have been consummated. (l) Lock-up agreements with all of the Company’s officers, directors and stockholders owning in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (m) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable to the Placement Agent and as described in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxx.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO and Issuer qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO and Issuer not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO and Issuer (and the Company following the First Closing) shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by them at or before the Closing. (c) The Memorandum did not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit 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. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum or enjoining the Offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and Issuer’s knowledge, threatened. (f) The Placement Agent shall have received a certificate of the Chief Executive Officer of each of OPCO and Issuer, dated as of the date of the First Closing (Issuer only for subsequent Closings), certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (g) OPCO and Issuer shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificate, each dated as of a date within ten (10) days prior to the First Closing from the secretary of state of its jurisdiction of incorporation; and (ii) resolutions of OPCO’s 's and Issuer’s 's Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, the Share Exchange Merger Agreement and the transactions contemplated by the Share Exchange Agreement, and the Memorandum, certified by the Chief Executive Officer of OPCO and Issuer, and (iii) resolutions of OPCO's, Issuer’s and Merger Sub’s Board of Directors and shareholders approving the Merger Agreement and the transactions and agreements contemplated by the Merger Agreement. (h) At each Closing, the Company shall pay and/or issue to the Placement Agent the Agent Cash Fee and Agent Expense Allowance earned in such Closing. Agent Warrants shall be delivered to the Placement Agent in accordance with Section 3(b) hereto. (i) At the First Closing, (i) OPCO shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co.LLP, Israeli counsel to OPCO, dated as of the Closing Date, substantially in the form and substance reasonably satisfactory to the Placement Agent and its counsel, annexed hereto as Exhibit A-1 and (ii) Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx LLP, Mxxxxxx Xxxxxx & Fxxx LLP counsel to Issuer, dated as of the Closing Date Date, substantially in the form and substance reasonably satisfactory to the Placement Agent and its counselannexed hereto as Exhibit A-2. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co.LLP, counsel to the Company following the First Closing, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (j) All proceedings taken at or prior to any Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants and the Agent Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (k) With respect to the First Closing, the Share Exchange Merger per the terms of the Share Exchange Merger Agreement shall have been consummated. (l) Lock-up agreements with all of the Company’s officers, directors and stockholders owning in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (m) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable to the Placement Agent and as described in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxx.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO and Issuer qualified as to materiality the Company herein shall be true and correct in all material respects at all times prior to and on each Closing Datedate, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO and Issuer not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO and Issuer (and the The Company following the First Closing) shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by them at or before the Closing. (c) The Memorandum Disclosure Materials did not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit 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.. November 29, 2022 (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum Disclosure Materials or enjoining the Offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and Issuerthe Company’s knowledge, threatened. (f) The Placement Agent shall have received a certificate of the Chief Executive Officer of each of OPCO and Issuerthe Company, dated as of the date of the First Closing (Issuer only for subsequent Closings)Closing, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c), (d) and (de) above. (g) OPCO and Issuer The Company shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificate, each dated as of a date within ten (10) days prior to the First Closing from the secretary of state of its jurisdiction of incorporation; and (ii) resolutions of OPCO’s and Issuerthe Company’s Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, the Share Exchange Agreement and the transactions contemplated by the Share Exchange Agreement, and the MemorandumDisclosure Materials, certified by the Chief Executive Officer of OPCO and Issuerthe Company. (h) The Chief Executive Officer of the Company shall have provided a certificate to the Placement Agent confirming that, to the best of his knowledge, there have been no material adverse changes in the condition (financial or otherwise) or prospects of the Company from the date of the financial statements included in the Disclosure Materials, the absence of undisclosed liabilities and such other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably request. (i) At each Closing, the Company shall pay and/or issue to the Placement Agent the Placement Agent Cash Fee and Placement Agent Expense Allowance expense reimbursement earned in at such Closing. Placement Agent Warrants shall be delivered to the Placement Agent in accordance with Section 3(b) 5 hereto. (i) At the First Closing, (i) OPCO shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co., Israeli counsel to OPCO, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent and its counsel, and (ii) Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx LLP, counsel to Issuer, dated as of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First Closing, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (j) All proceedings taken at or prior to any Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants Debentures and the Agent Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (k) With respect to the First Closing, the Share Exchange per the terms of the Share Exchange Agreement shall have been consummated. (l) Lock-up agreements with all of the Company’s officers, directors and stockholders owning in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (m) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable to the Placement Agent and as described in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxx.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO the Operating Company and the Issuer qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO the Issuer and Issuer the Operating Company not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO Each of the Operating Company and the Issuer (and the Company following the First Closing) shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by each of them at or before the Closing. (c) The Memorandum Memorandum, as of its date, did not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) The Operating Company and the Issuer shall have obtained all consents, waivers and approvals required to be obtained by the Company them in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum or enjoining the Offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and the knowledge of either the Operating Company or the Issuer’s knowledge, threatened. (f) The At the First Closing, the Placement Agent shall have received a certificate of the Chief Executive Officer of each of OPCO the Operating Company and Issuerthe Issuer (the Company only for subsequent Closings), dated as of the date of the First Closing (Issuer only for subsequent Closings)Closing, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (g) OPCO Each of the Operating Company and the Issuer shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificatecertificate (Operating Company, Issuer, Hydrofarm Holdings, LLC and Hydrofarm, LLC for good standing certificates), each dated as of a date within ten three (103) days prior to the First Closing from the secretary of state of its jurisdiction of incorporation; and (ii) resolutions of OPCO’s the board of directors of each of the Operating Company and Issuer’s Board of Directors the Issuer approving this Agreement and the transactions and agreements contemplated by this Agreement, the Share Exchange Merger Agreement and the transactions contemplated by the Share Exchange Agreement, and the Memorandum, certified by the Chief Executive Officer of OPCO the Operating Company and the Chief Executive Officer of the Issuer.; and (iii) resolutions of the board of directors and shareholders of each of the Operating Company, the Issuer and Merger Sub, as applicable, approving the Merger Agreement and the transactions and agreements contemplated by the Merger Agreement (h) At each Closing, the Company shall pay and/or issue to the Placement Agent the Agent Cash Fee and Agent Expense Allowance earned in such Closing. Agent Warrants shall be delivered to the Placement Agent in accordance with Section 3(b) hereto. (i) At the First Closing, (i) OPCO the Operating Company shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co.Pexxxxx Xoie LLP, Israeli counsel to OPCOthe Operating Company, dated as of the Closing Date, substantially in the form and substance reasonably satisfactory to the Placement Agent and its counsel, annexed hereto as Exhibit A-1 and (ii) Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx LLP, counsel to Issuer, dated as of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co.N.I. Jaxxxx xnd Associates, counsel to the Issuer, dated as of the Closing Date, substantially in the form annexed hereto as Exhibit A-2. At all subsequent Closings, the Company shall deliver to the Placement Agent a signed opinion of Pexxxxx Xoie LLP, counsel to the Company following the First Closing, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (j) With respect to the First Closing only, the Merger per the terms of the Merger Agreement and the Concurrent Offering shall have been consummated. (k) Lock -up agreements with all of the Company’s officers, directors and stockholders owning in the aggregate 5% or more of the capital stock of the Company measured at the time of the First Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (l) The Operating Company shall have entered into amendments and/or new definitive agreements with respect to its asset based revolving credit facility with Bank of America, N.A., dated May 12, 2017, and as amended on November 7, 2016 and May 18, 2018, and its term loan agreement with Brightwood Loan Services, LLC, dated November 8, 2017, and as amended on May 18, 2018, all on terms reasonably acceptable to the Operating Company, the Issuer and the Placement Agent. (m) The Issuer, Hydrofarm and the Merger Sub shall have obtained all necessary approvals and consents as may be required to consummate the Merger. (n) Immediately prior to the First Closing, and in conjunction with the consummation of the Merger, the shareholders of Hydrofarm shall terminate their existing Shareholders Agreement dated as of May 10, 2017 and the Management Agreement of Hydrofarm Holdings LLC dated May 12, 2017 will be terminated. (o) Within five (5) business days prior to the First Closing, the Placement Agent shall have received a “cold comfort letter” from MNP LLP, the Operating Company Group’s independent public accountants (the “Auditor”), containing statements and information of the type customarily included in accountants’ comfort letters with respect to the financial statements and certain financial information contained in the Memorandum addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent and the Auditor; provided, however that the Auditor shall not be required to provide comfort with respect to the unaudited financial statements for the six month period ended June 30, 2018 (“Stub Period FS”) or references to such Stub Period FS that appear in the Memorandum (such statements shall be covered internally by the Chief Financial officer of the Hydrofarm). As of each Closing Date, the Placement Agent shall have received from the Auditor a letter, dated as of such date to the effect that the Auditor reaffirms the statements made in the letter furnished pursuant to the prior sentence, except that the specified date referred to therein shall be a date not more than three (3) business days prior to such Closing Date and comfort shall be provided by the Auditor on the Stub Period FS and references to such Stub Period FS that appear in the Memorandum in the first bring down letter that follows its review of the Stub Period FS and in any event no later than the bring down letter that is delivered in connection with the Final Closing. (p) All proceedings taken at or prior to any Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants Shares and the Agent Investor Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (k) With respect to the First Closing, the Share Exchange per the terms of the Share Exchange Agreement shall have been consummated. (l) Lock-up agreements with all of the Company’s officers, directors and stockholders owning in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (m) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable to the Placement Agent and as described in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxx.

Conditions of Placement Agent’s Obligations. The obligations of the ------------------------------------------- Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO and Issuer qualified as to materiality of the Company shall be true and correct in all material respects at all times prior to when made on the date hereof and on and as of each Closing Date as though made on and as of each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO and Issuer not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO and Issuer (and the The Company following the First Closing) shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by them it under the Transaction Documents at or before the each Closing. (c) The Memorandum did not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit 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. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum or enjoining the Offering offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and Issuer’s the best of the Company's knowledge, are contemplated or threatened. (fd) As of the First Closing, the Company will have an authorized capitalization as described in the Memorandum, of which not more than 17,500,000 shares of Common Stock shall be issued and outstanding, not including any options, warrants or similar rights outstanding or reserved for issuance as described in the Memorandum. (e) The Placement Agent shall have received a certificate of the Chief Executive Officer of each of OPCO and Issuerthe Company, dated as of the date of the First each Closing (Issuer only for subsequent Closings)Date, certifying, in such detail as Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (gf) OPCO and Issuer The Company shall have delivered to the Placement Agent: Agent (i) a certified charter document and currently dated good standing certificate, each dated as of a date within ten (10) days prior to the First Closing certificate from the secretary of state of its jurisdiction of incorporation; incorporation and each jurisdiction in which the Company is qualified to do business as a foreign corporation, and (ii) certified resolutions of OPCO’s and Issuer’s the Company's Board of Directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement, the Share Exchange Agreement and the transactions contemplated by the Share Exchange Agreement, and the Memorandum, certified by the Chief Executive Officer of OPCO and Issuerother Transaction Documents. (h) At each Closing, the Company shall pay and/or issue to the Placement Agent the Agent Cash Fee and Agent Expense Allowance earned in such Closing. Agent Warrants shall be delivered to the Placement Agent in accordance with Section 3(b) hereto. (i) At the First Closing, (i) OPCO shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co., Israeli counsel to OPCO, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent and its counsel, and (ii) Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx LLP, counsel to Issuer, dated as of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First Closing, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent. (j) All proceedings taken at or prior to any Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants and the Agent Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (k) With respect to the First Closing, the Share Exchange per the terms of the Share Exchange Agreement shall have been consummated. (l) Lock-up agreements with all of the Company’s officers, directors and stockholders owning in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (m) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable to the Placement Agent and as described in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxx.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO Matinas and Issuer Newco qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO Matinas and Issuer Newco not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO Matinas and Issuer (and the Company following the First Closing) Newco shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by them it at or before the Closing. (c) The Memorandum did not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit 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. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum or enjoining the Offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s the best of Matinas’ and IssuerNewco’s knowledge, be contemplated or threatened. (fe) The Placement Agent shall have received a certificate of the Chief Executive Officer of each of OPCO Matinas and IssuerNewco, dated as of the date of the First Closing (Issuer only for subsequent Closings)Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and (d) above. (gf) OPCO Matinas and Issuer Newco shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificate, each dated as of a date within ten (10) 10 days prior to the First Closing Date from the secretary of state of its jurisdiction of incorporation; and (ii) resolutions of OPCO’s Matinas's and Issuer’s Newco's Board of Directors approving this Agreement and the transactions and agreements contemplated by this Agreement, the Share Exchange Merger Agreement and the transactions contemplated by the Share Exchange Agreement, and the Memorandum, certified by the Chief Executive Officer of OPCO Matinas and IssuerNewco, and (iii) resolutions of Matinas's and Matinas Acquisition Corp.’s Board of Directors and shareholders approving the Merger Agreement and the transactions and agreements contemplated by the Merger Agreement. (hg) At each Closing, the Company shall pay and/or issue to the Placement Agent the Agent Cash Fee Compensation and Agent Expense Allowance earned in such Closing. Agent Warrants shall be delivered to the Placement Agent in accordance with Section 3(b) hereto. (ih) At the First Closing, (i) OPCO Matinas shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co.LLP, Israeli counsel to OPCOMatinas, dated as of the Closing Date, substantially in the form and substance reasonably satisfactory to the Placement Agent and its counsel, and (ii) Issuer annexed hereto as Exhibit A-l. Newco shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx Fox Rothschild LLP, counsel to Issuer, dated as of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First ClosingNewco, dated as of the Closing Date, substantially in the form and substance reasonably satisfactory to the Placement Agentannexed hereto as Exhibit A-2. (ji) All proceedings taken at or prior to any the Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants and the Agent Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (kj) With respect to the First Closing, the Share Exchange The Merger per the terms of the Share Exchange Merger Agreement shall have been consummated. (lk) Lock-up agreements with all of the Company’s officers, Matinas’ existing officers and directors and with all of Matinas’ and Newco’s stockholders owning who own in the aggregate 5% or more of the capital stock fully- diluted ownership of the Company immediately Matinas and/or Newco prior to the time of the First Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (m1) Employment agreements with Mxxx Xxxxxxxx, At the First Closing the Company shall duly execute and Jxxxx Xxxxxx in form and substance acceptable deliver to the Placement Agent and as described in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx XxxxxxConsulting Agreement.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect a Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties made by OPCO and Issuer of the Company qualified as to materiality shall be true and correct in all material respects at all times prior to and on each the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date, and the representations and warranties made by OPCO and Issuer of the Company not qualified as to materiality shall be true and correct in all material respects at all times prior to and on each the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. (b) OPCO and Issuer (and the The Company following the First Closing) shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed by, and complied with by them with, it under the Transaction Documents (as defined below) at or before the applicable Closing. (c) The Memorandum did not, and as of the date of any amendment or supplement thereto will not, include any untrue statement of a material fact or omit 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. (d) The Company shall have obtained all consents, waivers and approvals required to be obtained by the Company in connection with the consummation of the transactions contemplated hereby. (e) No order suspending the use of the Memorandum Disclosure Materials or enjoining the Offering offering or sale of the Units shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to OPCO’s and Issuerthe best of the Company’s knowledge, are contemplated or threatened. (fd) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby or in the other Transaction Documents. (e) The Placement Agent shall have received a certificate of the Chief Executive Officer of each of OPCO and Issuerthe Company, dated as of the date of the First each Closing (Issuer only for subsequent Closings)Date, certifying, in such detail as Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in subparagraphs paragraphs (a), (b), (c) and (d) above. (gf) OPCO and Issuer The Company shall have delivered to the Placement Agent: (i) a certified charter document and good standing certificate, each dated as of a date within ten (10) days prior to at the First Closing a currently dated good standing certificate from the secretary of state of its jurisdiction of incorporation; incorporation and each jurisdiction in which the Company is qualified to do business as a foreign corporation, and (ii) at the First Closing, certified resolutions of OPCO’s and Issuerthe Company’s Board of Directors approving this Agreement and the transaction and related documents set forth in the Disclosure Materials (“Transaction Documents”), and the transactions and agreements contemplated by this Agreement. (g) At each Closing, the Share Exchange Agreement Company shall pay and deliver to the transactions contemplated by Placement Agent the Share Exchange Agreement, applicable Placement Fee and the Memorandum, certified by the Chief Executive Officer of OPCO and IssuerExpense Allowance. (h) At each Closing, the Company there shall pay and/or issue to the Placement Agent the Agent Cash Fee and Agent Expense Allowance earned in such Closing. Agent Warrants shall be have been delivered to the Placement Agent in accordance with Section 3(b) hereto. (i) At the First Closing, (i) OPCO shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Behar Chen Well Orion & Co.LLP, Israeli counsel to OPCOthe Company, dated as of the Closing Date, in form and substance reasonably satisfactory containing opinions substantially similar to those provided Aegis, pursuant to the Placement Agent and its counsel, and (ii) Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxx Kxxxxx LLP, counsel to Issuer, dated as terms of the Closing Date in form and substance reasonably satisfactory to the Placement Agent and its counsel. At all subsequent Closings, the Issuer shall deliver to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP and Fxxxxxx Bxxxx Cxxx Well Orion & Co., counsel to the Company following the First Closing, dated as of the Closing DatePAA, in form and substance reasonably satisfactory to the Placement AgentCompany’s prior private placement of securities which terminated on July 29, 2016. (ji) All proceedings taken at or prior to any the Closing in connection with the authorization, issuance and sale of the Shares, the Preferred Shares, the Exchange Warrants Units and the Agent PA Warrants will be reasonably satisfactory in form and substance to the Placement Agent and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (k) With respect to the First Closing, the Share Exchange per the terms of the Share Exchange Agreement shall have been consummated. (l) Lock-up agreements with all of the Company’s officers, directors and stockholders owning in the aggregate 5% or more of the capital stock of the Company immediately prior to the time of the First Closing, in form and substance reasonably acceptable to the Placement Agent and consistent with the terms set forth in the Memorandum, shall have been executed and delivered to the Placement Agent. (m) Employment agreements with Mxxx Xxxxxxxx, and Jxxxx Xxxxxx in form and substance acceptable to the Placement Agent and as described in the Memorandum shall be entered into by and between the Issuer and each of Mxxx Xxxxxxxx and Jxxxx Xxxxxx.