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 are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties of the Company qualified as to materiality shall be true and correct 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 as of such earlier date, and the representations and warranties 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) The Company shall have performed and complied, in all material respects, with all agreements, covenants and conditions required to be performed and complied with by it pursuant to this Agreement and under the Transaction Documents at or before each Closing. (c) 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 the 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 the Company, dated as of each Closing Date, certifying, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in paragraphs (a), (b), (c), (d) and (e) above. (g) The Company shall have delivered to the Placement Agent: (i) a currently dated good standing certificate from the Secretary of State of Delaware 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 the Company’s Board of Directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement and the other Transaction Documents. (h) At each Closing, the Chief Executive Officer and the Chief Financial Officer of the Company shall have provided a certificate to the Placement Agent confirming that, to their knowledge, there have been (i) 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, and (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 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 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) the Company and each subscriber as of the date thereof shall 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 counsel to the Company, dated as of each Closing Date, in form and substance reasonably satisfactory to counsel to the Placement Agent. (p) All proceedings taken at or prior to each Closing in connection with the authorization, issuance and sale of the Units, the Shares, the Warrants, the Agent’s Warrants and the 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.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties of the Company qualified as to materiality shall be true and correct 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 as of such earlier date, and the representations and warranties of the Company not qualified as to materiality shall be true and correct in all material respects at all times prior to respects, other than representations and on each Closing Date, except to the extent any such representation warranties that contain materiality or warranty expressly speaks as of an earlier date, in knowledge standards or qualifications (which case such representation or warranty representations and warranties shall be true and correct in all material respects respects) when made on the date hereof and on and as of such earlier dateeach Closing Date as though made on and as of each Closing Date. (b) The Company 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 it pursuant to this Agreement and under the Transaction Documents at or before each Closing. (c) 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 and pending, or, to the best of the Company’s 's knowledge, are contemplated or threatened. (d) As of At the First Closing, Closing the Company will shall have the authorized an outstanding capitalization as described in the Memorandum. All shares of capital stock currently outstanding are, and all shares which may be issued at the Closing will be upon issuance, validly issued, fully paid, and non-assessable. At each Closing, no securities (other than the warrants issued to the Placement Agent in connection with the Offering) will be issuable upon the exercise of warrants or options, without the written authorization of the Placement Agent, except (i) those warrants and options as set forth in the Memorandum, (ii) those issued in prior Closings of the sale of Units pursuant to the Offering, (iii) stock options for shares of the Company's Common Stock granted to new employees in a manner consistent with prior practices and approved by the Company's Board of Directors, (iv) either those shares of, or options for shares of, the Company's Common Stock issued or granted, as the case may be, to the Company's President in connection with the renewal of his employment agreement and (v) stock options for shares of the Company's Common Stock granted to the Company's President in connection with the renewal of his employment agreement and approved by the Company's Board of Directors. (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 certificates of the Chief Executive Officer President of the Company, dated as of each Closing Date, certifyingcertifying on behalf of the Company, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in paragraphs subparagraphs (a), (b), (c), (d) and (ed) above. (gf) The Company shall have delivered to the Placement Agent: Agent (i) a currently dated good standing certificate from the Secretary of State of Delaware and each jurisdiction in which the Company is qualified to do business as a foreign corporation corporation, and (ii) at the First Closing, certified resolutions of the Company’s 's Board of Directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement and the other Transaction Documents. (hg) At On or prior to the date hereof and at each Closing, the Chief Executive Officer and the Chief Financial Officer President of the Company shall have provided a certificate to the Placement Agent confirming that, to their knowledge, on behalf of the Company that there have been (i) no undisclosed material and adverse changes in the business condition (financial or otherwise) or prospects of the Company from the date of the latest financial statements included in the Memorandum, and (ii) no incurrence by the Company absence 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 other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably request. (ih) At each Closing, the Company shall pay have (i) paid to the Placement Agent the Placement Agent's Fee in respect of all Units sold at such Closing, (ii) paid all fees, costs and deliver expenses set forth in Section 5(k) hereof, and (iii) executed and delivered to the Placement Agent the Agent’s Fee, calculated 's Warrants in accordance with Sections 4(d) and an amount proportional to the Blue Sky Expenses in accordance with Section 6(j) hereofUnits sold at such Closing. (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) the Company and each subscriber as of the date thereof shall 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 counsel (including a 10(b)-5 opinion in customary form) to the CompanyCompany ("Company Counsel"), dated as of each Closing Date, in the form and substance reasonably satisfactory to counsel agreed upon prior to the Placement Agentexecution of this Agreement. (pj) Prior to the First Closing, the Company shall have engaged Signature Bank as the Company's transfer agent for purposes of handling the transfers of the Company's capital stock and other securities, including without limitation, the Agent's Securities. (k) All proceedings taken at or prior to each Closing in connection with the authorization, issuance and sale of the UnitsNotes, the Shares, the Warrants, the Agent’s Warrants and the Warrant Shares 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.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to effect any Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties of made by the Company qualified as to materiality shall be true and correct 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 as of such earlier date, and and, the representations and warranties of made by 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) The Company 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 it pursuant to this Agreement and under the Transaction Documents at or before each Closing. (c) 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 the best of the Company’s knowledge, are be contemplated or threatenedthreatened by a court or governmental authority. (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 and Chief Financial Officer of the Company, dated as of each Closing Date, certifying, in such detail as the Placement Agent may reasonably request, certifying as to the fulfillment of the conditions set forth in paragraphs subparagraphs (a), (b), (c), (d) and (ec) above. (ge) The Company shall have delivered to the Placement Agent: (i) a currently dated good standing certificate from with respect to the Secretary of State of Delaware Company and each jurisdiction in which active subsidiary of the Company is qualified to do business as a foreign corporation Company; and (ii) at the First Closing, certified resolutions of the Company’s Board of Directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement and the other Transaction DocumentsMemorandum, certified by the Secretary of the Company. (h) At each Closing, the Chief Executive Officer and the Chief Financial Officer of the Company shall have provided a certificate to the Placement Agent confirming that, to their knowledge, there have been (i) 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, and (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 other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably request. (if) At each Closing, the Company shall pay have paid to the Placement Agent, the Selling Commissions, Marketing Allowance, Management Fee and the Expense Allowance as set forth in Sections 3(a) hereof and shall execute and deliver to the Placement Agent, the Placement Agent the Agent’s Fee, calculated Warrant as set forth in accordance with Sections 4(d) and the Blue Sky Expenses in accordance with Section 6(j) hereof3(b). (jg) At each Closing, the 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) the Company and each subscriber as of the date thereof shall 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 Xxxxxxx & Xxxxxxxx Ltd., counsel to the CompanyCompany (“Company Counsel”), dated as of each Closing Date, substantially in the form and substance reasonably satisfactory to counsel to the Placement Agent.annexed hereto as Exhibit A. (ph) All proceedings taken at or prior to each Closing in connection with the authorization, issuance and sale of the Units, the Shares, the Warrants, the Agent’s Warrants Units and the Placement Agent 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 they may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (i) A Registration Rights Agreement covering the Conversion Shares, the Warrant Common Shares and the Placement Agent Warrant Common Shares in the form attached to the Memorandum shall be executed and delivered by the Company. (j) Lock-up agreements with all of the Company’s executive officers and directors, 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. (k) A merger agreement with Global Capacity Group, Inc. shall have been consummated or is consummated concurrently with the Initial Closing. (l) The Company has consummated a Debt Financing on the terms set forth in the Memorandum.

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 of made in this Agreement by the Company qualified as to materiality shall be true and correct 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 as of such earlier date, and the representations and warranties of made by 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) The Company 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 it pursuant to this Agreement and under the Transaction Documents Company at or before each the Closing. (c) Neither the SEC Reports nor the Offering Materials shall, and as of the date of any amendment or supplement thereto will, 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 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 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 the 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 an officer of the Company, dated as of each Closing Datethe date of such Closing, certifying, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in paragraphs subparagraphs (a), (b), (c), (d) and (e) above. (g) The Prior to the Closing, the Company shall have delivered to the Placement Agent: (i) a currently dated certified charter document and good standing certificate for the Company and each Subsidiary, each dated as of a date within ten (10) days prior to the Closing from the Secretary secretary of State state of Delaware and each its jurisdiction in which the Company is qualified to do business of incorporation or formation, as a foreign corporation applicable, and (ii) at the First Closing, certified resolutions of the Company’s Board board of Directors directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement and Agreement, certified by the other Transaction DocumentsChief Executive Officer of the Company. (h) At each Closing, the Chief Executive Officer and the Chief Financial Officer of the Company shall have provided a certificate pay and/or issue to the Placement Agent confirming thatthe Agent Cash Fee and Agent Expense Allowance earned in such Closing. Promptly following the Final Closing, to their knowledge, there have been (i) 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, and (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 other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably requestshall provide the Company with instructions with respect to the issuance of the Agent Warrants and the Company shall promptly issue said Agent Warrants and deliver same to the Placement Agent. (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) the Company and each subscriber as of the date thereof shall 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 Disclosure Law Group, counsel to the Company, dated as of each such Closing Date, substantially in the form and substance reasonably satisfactory annexed hereto as Exhibit A. (j) Prior to counsel to Closing, the Placement AgentCompany shall provide evidence of the filing of the Certificate of Designation of the Series AAA Junior Preferred Stock with the State of Delaware covering the Shares issued at such Closing. (pk) All proceedings taken at or prior to each the Closing in connection with the authorization, issuance and sale of the Units, the Shares, the Warrants, the Agent’s Warrants and the Warrant 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. (l) At the Closing, the Company shall provide irrevocable instructions to its transfer agent to issue into treasury shares, and reserve for future and automatic issuance upon the requested conversion of the Shares by any holder, such number of shares of Common Stock issuable upon the conversion of the Shares sold in such Closing.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to 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 of made by the Company qualified (when read without regard to any qualification as to materiality or Material Adverse Effect contained therein) shall be true and correct 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 as of such earlier datedate except for any untrue or incorrect representation and warranty that, and individually or in the representations and warranties of the aggregate, does not have a 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 dateMaterial Adverse Effect. (b) The Company shall have performed and complied, complied in all material respects, respects with all agreements, covenants and conditions required to be performed performed, and complied with by it pursuant to this Agreement and under the Transaction Documents at or before each the Closing. (c) The LLC Membership Interest Agreement does 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) No order suspending the use of the Memorandum LLC Membership Interest Agreement or enjoining the offering Navesink Offering or sale of the Units Membership Interests shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to the best of the Company’s knowledge, are be 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 from the Chief Executive Officer authorized officer of the Company, dated as of each the Closing Date, certifying, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in paragraphs subparagraphs (a), (b), (c), (d) and (ed) above. (gf) The Company shall have delivered to the Placement Agent: (i) a currently dated good standing certificate from the Secretary of State of Delaware and each jurisdiction in which the Company is qualified to do business as a foreign corporation and (ii) at the First Closing, certified Agent resolutions of the Company’s Board of Directors Company approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement Agreement, and the other Transaction DocumentsLLC Membership Interest Agreement, all as certified by the authorized officer of the Company. (h) At each Closing, the Chief Executive Officer and the Chief Financial Officer of the Company shall have provided a certificate to the Placement Agent confirming that, to their knowledge, there have been (i) 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, and (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 other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably request. (ig) At each Closing, the Company shall pay and deliver and/or issue to the Placement Agent the Agent’s Fee, calculated Brokers’ Fees earned 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) the Company and each subscriber as of the date thereof shall 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 counsel to the Company, dated as of each Closing Date, in form and substance reasonably satisfactory to counsel to the Placement Agent. (p) All proceedings taken at or prior to each Closing in connection with the authorization, issuance and sale of the Units, the Shares, the Warrants, the Agent’s Warrants and the 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.

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 of made in this Agreement by the Company qualified as to materiality shall be true and correct 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 as of such earlier date, and the representations and warranties of made by 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) The Company 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 it pursuant to this Agreement and under the Transaction Documents Company at or before each the Closing. (c) The 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 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 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 the 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 an officer of the Company, dated as of each Closing Datethe date of such Closing, certifying, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in paragraphs subparagraphs (a), (b), (c), (d) and (e) above. (g) The Prior to the First Closing, the Company shall have delivered to the Placement Agent: (i) a currently dated certified charter document and good standing certificate for the Company and each Subsidiary, each dated as of a date within ten (10) days prior to the First Closing from the Secretary secretary of State state of Delaware and each its jurisdiction in which the Company is qualified to do business of incorporation or formation, as a foreign corporation applicable, and (ii) at the First Closing, certified resolutions of the Company’s Board board of Directors directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement and Agreement, certified by the other Transaction DocumentsChief Executive Officer of the Company. (h) At each Closing, the Chief Executive Officer and the Chief Financial Officer of the Company shall have provided a certificate pay and/or issue to the Placement Agent confirming that, to their knowledge, there have been (i) no material adverse changes the Agent Cash Fee and Agent Expense Allowance earned in the condition (financial or otherwise) or prospects of the Company from the date of the financial statements included in the Memorandum, and (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 other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably requestClosing. (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) the Company and each subscriber as of the date thereof shall 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 Xxxxxxxx & Worcester, counsel to the Company, dated as of each such Closing Date, in a form reasonably acceptable to the Placement Agent and substance reasonably satisfactory to counsel to consistent with prior financings that Xxxxx has consummated with the Placement Agent. (pj) 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 each any Closing in connection with the authorization, issuance and sale of the Units, the Shares, the Warrants, the Agent’s Warrants and the 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, documents and certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (l) At each Closing, the Company shall provide irrevocable instructions to its transfer agent to issue into treasury shares, and reserve for future and automatic issuance upon the requested conversion of the Shares by any holder, such number of shares of Common Stock issuable upon the conversion of the Shares sold in such Closing.

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 of made in this Agreement by the Company qualified as to materiality shall be true and correct 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 as of such earlier date, and the representations and warranties of made by 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) The Company 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 it pursuant to this Agreement and under the Transaction Documents Company at or before each the Closing. (c) The Memorandum 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 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 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 the 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 an officer of the Company, dated as of each Closing Datethe date of such Closing, certifying, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in paragraphs subparagraphs (a), (b), (c), (d) and (e) above. (g) The Prior to the First Closing, the Company shall have delivered to the Placement Agent: (i) a currently dated certified charter document and good standing certificate for the Company and each Subsidiary, each dated as of a date within ten (10) days prior to the First Closing from the Secretary secretary of State state of Delaware and each its jurisdiction in which the Company is qualified to do business of incorporation or formation, as a foreign corporation and applicable, (ii) at the First Closing, certified resolutions of the Company’s Board board of Directors directors approving the Merger, the reverse stock split, this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement Agreement, certified by the Chief Executive Officer of the Company and (iii) resolutions of the other Transaction Documents.Company’s stockholders approving the proposals set forth in the S-4 Registration Statement (as defined below), certified by the Chief Executive Officer of the Company.. (h) At each Closing, the Chief Executive Officer and the Chief Financial Officer of the Company shall have provided a certificate pay and/or issue to the Placement Agent confirming that, to their knowledge, there have been (i) no material adverse changes the Agent Cash Fee and Agent Expense Allowance earned in the condition (financial or otherwise) or prospects of the Company from the date of the financial statements included in the Memorandum, and (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 other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably requestClosing. (i) At each Closing, the Company shall pay and deliver to the Placement Agent the Agent’s Feesigned opinions of Xxxxxxxxxx Xxxxxxx LLP and/or Xxxxxxxxx Xxxxx, calculated in accordance with Sections 4(d) and the Blue Sky Expenses in accordance with Section 6(j) hereof. (j) At each ClosingP.C., 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) the Company and each subscriber as of the date thereof shall 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 counsel counsels to the Company, dated as of each such Closing Date, in form and substance the forms reasonably satisfactory to counsel acceptable to the Placement Agent. Such opinions shall contain, among other items, opinions on matters relating to organization and good standing, corporate power and authority and exemption of the Offering from the registration requirements of the Securities Act. (pj) Prior to the First Closing, the Company shall receive requisite shareholder approval for the proposals set forth in the Company’s Registration Statement on Form S-4 which was filed with the SEC on June 16, 2020 (the “S-4 Registration Statement”) and the merger transaction with Adgero Biopharmaceuticals described therein (the “Merger”) shall have been consummated. (k) Concurrent with the First Closing, the Success Fee Shares as defined in the S-4 Registration Statement shall be issued and delivered to SternAegis Ventures (or its designees). (l) Prior to the First Closing, the Company shall receive Nasdaq approval with respect to the reverse stock split contemplated in the S-4 Registration Statement and such reverse split shall be effectuated by all necessary corporate action. With respect to said reverse stock split, the Company shall consult with the Placement Agent on the specific reverse stock split ratio prior to the time said reverse stock split is effectuated. (m) 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 Nevada. Prior to each subsequent Closing, the Company shall provide evidence of the filing of the Certificate of Designation on the Series C Preferred Stock with the State of Nevada to the extent required. (n) All proceedings taken at or prior to each any Closing in connection with the authorization, issuance and sale of the Units, the Shares, the Warrants, the Agent’s Warrants and the 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, documents and certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (o) At each Closing, the Company shall provide irrevocable instructions to its transfer agent to issue into treasury shares, and reserve for future and automatic issuance upon the requested conversion of the Shares by any holder, such number of shares of Common Stock issuable upon the conversion of the Shares sold in such Closing.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the fulfillment, at or before each Closingthe closing of the Offering, of the following additional conditions: (a) Each of the representations and warranties of the Company qualified as to materiality shall be true and correct at in all times prior to material respects, other than representations and warranties that contain materiality or knowledge standards or qualifications (which representations and warranties shall be true and correct in all respects) when made on the date hereof and on each Closing Date, except to the extent any such representation or warranty expressly speaks and as of an earlier the Closing Date as though made on and as of the Closing Date (except with respect to representations or warranties made as of a specific date, in which case such representation or warranty shall be true and correct as of such earlier date, and the representations and warranties 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) The Company shall have performed and complied, complied in all material respects, respects with all agreements, covenants and conditions that it is required to be performed and complied with by it pursuant to this Agreement and perform and/or comply under the Transaction Documents at or before each Closingthe closing of the Offering, including, but not limited to, the consummation of the Merger, effectuation of the Reverse Split and the reduction in its authorized capital. (c) No order suspending the use of the Memorandum 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 and pending, or, to the 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[Intentionally omitted.] (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 certificates of the Chief Executive Officer President of the Company, dated as of each the Closing Date, certifyingcertifying on behalf of the Company, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in paragraphs subparagraphs (a), (b), (c), (d) and (ec) above. (gf) The Company shall have delivered to the Placement Agent: Agent (i) with respect to the Company, a currently dated good standing certificate from the Secretary of State of Delaware 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 the Company’s Board board of Directors directors approving this Agreement and the other Transaction Documents, Documents and the transactions and agreements contemplated by this Agreement and the other Transaction Documents. (h) At each Closing, the Chief Executive Officer and the Chief Financial Officer closing of the Company shall have provided a certificate to the Placement Agent confirming that, to their knowledge, there have been (i) 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, and (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 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 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)Offering, the Company shall have delivered (i) paid to the Placement Agent and/or its designees, the appropriate number of Placement Agent’s WarrantsFee in respect of all Units sold at the closing, 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) the Company and each subscriber as of the date thereof shall have entered into a Subscription Agreement and (ii) paid the Company, each subscriber as Merger Advisory Fee (assuming the closing of the date thereofMerger), (iii) paid all fees, costs and expenses as set forth in Section 5(i) hereof, 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. (niiiv) 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 Agent 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 closingPlacement Agent Warrant. (oi) There shall have been delivered to the Placement Agent a signed opinion of counsel to the CompanyCompany (“Company Counsel”), dated as of each the Closing Date, substantially the same in form and substance reasonably satisfactory to as the opinion of such counsel delivered to the investors in the Offering pursuant to the Securities Purchase Agreement, provided that such opinion shall include this Agreement and the Placement AgentAgent Warrant as Transaction Documents (as defined therein) and shall include the Placement Agent Warrant Shares as Warrant Shares (as defined therein). (pj) Prior to the closing of the Offering, the Company shall have engaged American Stock Transfer & Trust Company, LLC, as its transfer agent for purposes of handling the transfers of its capital stock and other securities. (k) All proceedings taken at or prior to each Closing the closing of the Offering in connection with the authorization, issuance and sale of the Units, the Shares, the Warrants, the Agent’s Warrants Securities and the Placement Agent 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 they may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (l) On or immediately prior to the first closing of the Offering, the Company and the Placement Agent shall have entered into a Financial Services Advisory Agreement (the “Advisory Agreement”) in a form acceptable to the Company and the Placement Agent and their respective counsels, which Advisory Agreement will become effective immediately upon the final closing of the Offering. The Advisory Agreement shall provide that for the period beginning on the date of the first closing of the Offering and ending twelve (12) months after the date of the final closing, the Company shall give the Placement Agent the irrevocable preferential right of first refusal to (i) act as the Company’s exclusive financial advisor in connection with any (A) disposition or acquisition of its assets or business units, (B) any acquisition by the Company of its outstanding securities, any exchange or tender offer, or any merger, consolidation, or other business combination to which the Company is a party, or (C) any recapitalization, reorganization, restructuring or similar transaction, including but not limited to, an extraordinary dividend, or distribution, split-off or spin-off by the Company; (ii) act as lead manager, lead placement agent or lead underwriter in connection any financing or refinancing transaction or in connection with any public or private offering of debt or equity securities by the Company. The Company represents and warrants that it has not granted any preferential rights similar to those set forth in this Section 6(l) to any party other than the Placement Agent with regard to the transactions contemplated by this Section 6(l). Notwithstanding anything contained to the contrary herein, this Section 6(l) shall not apply to any sale of assets, assignment for the benefit of creditors or other transactions or series of related transactions undertaken solely and directly in connection with a liquidation, dissolution or winding up of the Company.

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 of made in this Agreement by the Company qualified as to materiality shall be true and correct 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 as of such earlier date, and the representations and warranties of made by 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) The Company 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 it pursuant to this Agreement and under the Transaction Documents Company at or before each the Closing. (c) The Memorandum 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 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 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 the 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 an officer of the Company, dated as of each Closing Datethe date of such Closing, certifying, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in paragraphs subparagraphs (a), (b), (c), (d) and (e) above. (g) The Prior to the First Closing, the Company shall have delivered to the Placement Agent: (i) a currently dated certified charter document and good standing certificate for the Company and each Subsidiary, each dated as of a date within ten (10) days prior to the First Closing from the Secretary secretary of State state of Delaware and each its jurisdiction in which the Company is qualified to do business of incorporation or formation, as a foreign corporation applicable, and (ii) at the First Closing, certified resolutions of the Company’s Board board of Directors directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement and Agreement, certified by the other Transaction DocumentsChief Executive Officer of the Company. (h) At each Closing, the Chief Executive Officer and the Chief Financial Officer of the Company shall have provided a certificate pay and/or issue to the Placement Agent confirming that, to their knowledge, there have been (i) no material adverse changes the Agent Cash Fee and Agent Expense Allowance earned in the condition (financial or otherwise) or prospects of the Company from the date of the financial statements included in the Memorandum, and (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 other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably requestClosing. (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) the Company and each subscriber as of the date thereof shall 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 Sxxxxxxx & Worcester, counsel to the Company, dated as of each such Closing Date, in the form and substance reasonably satisfactory to counsel acceptable to the Placement Agent. (pj) [RESERVED] (k) All proceedings taken at or prior to each any Closing in connection with the authorization, issuance and sale of the Units, the Shares, the Warrants, the Agent’s Warrants and the Warrant Shares 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, documents and certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties of the Company qualified as to materiality shall be true and correct 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 as of such earlier date, and the representations and warranties 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) The Company shall have performed and complied, complied in all material respects, respects with all agreements, covenants and conditions required to be performed by, and complied with by with, it pursuant to this Agreement and under the Transaction Documents (as defined below) at or before each the applicable Closing. (c) 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 the 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. (fe) The Placement Agent shall have received a certificate of the Chief Executive Officer of the Company, dated as of each Closing Date, certifying, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in paragraphs (a), (b), (c), (d) and (ed) above. (gf) The Company shall have delivered to the Placement Agent: (i) at the First Closing a currently dated good standing certificate from the Secretary secretary of State state of Delaware its jurisdiction of incorporation and each jurisdiction in which the Company is qualified to do business as a foreign corporation corporation, and (ii) at the First Closing, certified resolutions of the Company’s Board of Directors approving this Agreement and the other transaction and related documents set forth in the Disclosure Materials (“Transaction Documents”), and the transactions and agreements contemplated by this Agreement and the other Transaction DocumentsAgreement. (h) At each Closing, the Chief Executive Officer and the Chief Financial Officer of the Company shall have provided a certificate to the Placement Agent confirming that, to their knowledge, there have been (i) 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, and (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 other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably request. (ig) At each Closing, the Company shall pay and deliver to the Placement Agent the Agent’s Fee, calculated in accordance with Sections 4(d) applicable Placement Fee and the Blue Sky Expenses in accordance with Section 6(j) hereofExpense Allowance. (jh) 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) the Company and each subscriber as of the date thereof shall 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 there shall have been delivered to the Placement Agent a signed opinion of Lxxxxxxxxx Xxxxxxx LLP, counsel to the Company, dated as of each the Closing Date, in form and substance reasonably satisfactory containing opinions substantially similar to counsel those provided Aegis, pursuant to the Placement Agentterms of the PAA, in the Company’s prior private placement of securities which terminated on July 29, 2016. (pi) All proceedings taken at or prior to each the Closing in connection with the authorization, issuance and sale of the Units, the Shares, the Warrants, the Agent’s Warrants Units and the Warrant Shares 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.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder to affect each Closing are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties of the Company qualified as to materiality shall be true and correct 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 as of such earlier date, and the representations and warranties 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) The Company shall have performed and complied, complied in all material respects, respects with all agreements, covenants and conditions required to be performed by and complied with by it pursuant to this Agreement and under the Transaction Documents at or before each Closing. (c) 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 the 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. (fe) The Placement Agent shall have received a certificate certificates of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of each Closing Date, certifying, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in paragraphs (a), (b), (c), (d) and (ed) above. (gf) The Company shall have delivered to the Placement Agent: (i) at each Closing a currently dated good standing certificate from the Secretary secretary of State state of Delaware its jurisdiction of incorporation and each jurisdiction in which the Company and each Subsidiary is qualified to do business as a foreign corporation corporation, and (ii) at the First Closing, certified resolutions of the Company’s Board of Directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement and the other Transaction Documents. (hg) At On or prior to the date hereof and at each Closing, either the Chief Executive Officer and or the Chief Financial Officer of the Company shall have provided a certificate to the Placement Agent confirming that, to the best of their knowledge, there have been (i) 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, and (ii) no incurrence by the Company absence 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 other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably request. (ih) At each Closing, the Company shall pay and deliver to the Placement Agent the Agent’s Placement Agent Fee, calculated in accordance with Sections 4(d3(c), the Expense Allowance, calculated in accordance with Sections 3(c) and the Blue Sky Expenses in accordance with Section 6(j5(i) 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. (ki) 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 Placement Agent Warrants, calculated in accordance with Section 4(e3(d) 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) the Company and each subscriber as of the date thereof shall 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. (oj) There shall have been delivered to the Placement Agent a signed opinion of Aboudi & Bxxxxxxxxx Law Offices, counsel to the Company, dated as of each Closing Date, in form and substance reasonably satisfactory to counsel to containing substantially the Placement Agentopinions set forth as Exhibit B hereto. (pk) All proceedings taken at or prior to each Closing in connection with the authorization, issuance and sale of the Units, the Shares, the Warrants, Units and the Agent’s Warrants and the 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.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties of the Company qualified as to materiality shall be true and correct 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 as of such earlier date, and the representations and warranties 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) The Company shall have performed and complied, in all material respects, with all agreements, covenants and conditions required to be performed and complied with by it pursuant to this Agreement and under the Transaction Documents at or before each Closing. (c) No order suspending the use of the Memorandum or enjoining the 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 the 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 the Company, dated as of each Closing Date, certifying, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in paragraphs (a), (b), (c), (d) and (ed) above. (gf) The Company shall have delivered to the Placement Agent: (i) a currently dated good standing certificate from the Secretary of State of Delaware Nevada and each jurisdiction including but not limited to, New Jersey, in which the Company is qualified to do business as a foreign corporation corporation, (ii) certified copies of the Company’s articles of incorporation and bylaws currently in effect, and (iiiii) at the First Closing, certified resolutions of the Company’s Board of Directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement and the other Transaction Documents. (hg) At each Closing, the Chief Executive Officer and the Chief Financial Officer of the Company shall have provided a certificate to the Placement Agent confirming that, to their knowledge, that there have been (i) 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, and (ii) no incurrence by the Company absence of any 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 such 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 deliver to the Placement Agent the Agent’s Expenses, calculated in accordance with Section 3(e) hereof. (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 3(d). At the Blue Sky Expenses in accordance with Section 6(j) hereof. (j) At each Closing, 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’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 1986Xxxxxx Asset Partners, LLC, as amendedcollateral agent, shall have entered into the Security Agreement. (ml) At the First Closing and each Closing thereafter, (i) the Company and each subscriber Investor as of the date thereof shall 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 Registration Rights Agreement. (nm) 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, Agent on behalf of the subscribers, certificates for Investors the Shares and Warrants Convertible Notes in the respective amount amounts set forth opposite each of the subscribers Investor(s) set forth on a closing subscriber investor list spreadsheet for the relevant closing. (on) There shall have been delivered to the Placement Agent a signed opinion of counsel to the Company, dated as of 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 shall have the right to appoint two directors and (ii) the holders of the Bridge Notes shall 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 shall have the right to attend all Board of Directors meetings as an observer. (p) 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 each Closing in connection with the authorization, issuance and sale of the Units, the Shares, the Warrants, the Agent’s Warrants and the Warrant Shares 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.

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 of made in this Agreement by the Company qualified as to materiality shall be true and correct 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 as of such earlier date, and the representations and warranties of made by 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) The Company 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 it pursuant to this Agreement and under the Transaction Documents Company at or before each the Closing. (c) The Memorandum 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 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 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 the 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 an officer of the Company, dated as of each Closing Datethe date of such Closing, certifying, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in paragraphs subparagraphs (a), (b), (c), (d) and (e) above. (g) The Prior to the First Closing, the Company shall have delivered to the Placement Agent: (i) a currently dated certified charter document and good standing certificate for the Company and each Subsidiary, each dated as of a date within ten (10) days prior to the First Closing from the Secretary secretary of State state of Delaware and each its jurisdiction in which the Company is qualified to do business of incorporation or formation, as a foreign corporation applicable, and (ii) at the First Closing, certified resolutions of the Company’s Board board of Directors directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement and Agreement, certified by the other Transaction DocumentsChief Executive Officer of the Company. (h) At each Closing, the Chief Executive Officer and the Chief Financial Officer of the Company shall have provided a certificate pay and/or issue to the Placement Agent confirming thatthe Agent Cash Fee and Agent Expense Allowance earned in such Closing. Promptly following the Final Closing, to their knowledge, there have been (i) 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, and (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 other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably requestshall provide the Company with instructions with respect to the issuance of the Agent Warrants and the Company shall promptly issue said Agent Warrants and deliver same to the Placement Agent. (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) the Company and each subscriber as of the date thereof shall 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 Disclosure Law Group, counsel to the Company, dated as of each such Closing Date, substantially in the form and substance reasonably satisfactory annexed hereto as Exhibit A. (j) Prior to counsel to each Closing, the Placement AgentCompany shall provide evidence of the filing of the Certificate of Designation on the Series A Preferred Stock with the State of Delaware covering the Shares issued at such Closing. (pk) All proceedings taken at or prior to each any Closing in connection with the authorization, issuance and sale of the Units, the Shares, the Warrants, the Agent’s Warrants and the 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, documents and certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (l) At each Closing, the Company shall provide irrevocable instructions to its transfer agent to issue into treasury shares, and reserve for future and automatic issuance upon the requested conversion of the Shares by any holder, such number of shares of Common Stock issuable upon the conversion of the Shares sold in such Closing.

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 of made by the Company qualified as to materiality shall be true and correct 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 as of such earlier date, and the representations and warranties of made by 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) The Company 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 it pursuant to in this Agreement and under the Transaction Documents at or before each the Closing. (c) 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 the best of the Company’s knowledge, are be 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 the Company, dated as of each the Closing Date, certifying, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in paragraphs subparagraphs (a), (b), (c), (d) and (ec) above. (ge) The Company shall have delivered to the Placement Agent: (i) a currently dated certified charter document and good standing certificate certificate, each dated as of a date within 10 days prior to the Closing Date from the Secretary secretary of State state of Delaware and each jurisdiction in which the Company is qualified to do business as a foreign corporation Delaware; and (ii) at the First Closing, certified resolutions of the Company’s Board of Directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement and the other Transaction Documents. (h) At each ClosingAgreement, certified by the Chief Executive Officer and the Chief Financial Officer of the Company shall have provided a certificate to the Placement Agent confirming that, to their knowledge, there have been (i) 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, and (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 other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably requestCompany. (if) At each Closing, the Company shall pay and deliver and/or issue to the Placement Agent the Agent’s FeeAgent Compensation and Agent Expense Allowance earned in such Closing; provided, calculated in accordance with Sections 4(d) and the Blue Sky Expenses in accordance with Section 6(j) hereof. (j) At each Closinghowever, that the Company shall pay and deliver be required to issue 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 Warrants only pursuant to the Placement Agent and/or its designees, the appropriate number of Agent’s Warrants, calculated in accordance with Section 4(e) hereof. (lg) 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) the Company and each subscriber as of the date thereof shall 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 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 deliver to the Placement Agent a signed opinion of Xxxxxx LLP, counsel to the Company, dated as of each the Closing Date, in form and substance reasonably satisfactory to counsel acceptable to the Placement Agent. (ph) All proceedings taken at or prior to each the Closing in connection with the authorization, issuance and sale of the UnitsNotes, the Shares, the Warrants, the Agent’s Warrants and the Warrant Shares 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.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties of the Company qualified as to materiality shall be true and correct 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 as of such earlier date, and the representations and warranties 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) The Company shall have performed and complied, complied in all material respects, respects with all agreements, covenants and conditions required to be performed by and complied with by it pursuant to this Agreement and under the Transaction Documents at or before each Closing. (c) 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 the 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. (fe) The Placement Agent shall have received a certificate certificates of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of each Closing Date, certifying, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in paragraphs (a), (b), (c), (d) and (ed) above. (gf) The Company shall have delivered to the Placement Agent: (i) at each Closing a currently dated good standing certificate from the Secretary secretary of State state of Delaware its jurisdiction of incorporation and each jurisdiction in which the Company is qualified to do business as a foreign corporation corporation, and (ii) at the First Closing, certified resolutions of the Company’s Board of Directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement and the other Transaction Documents. (hg) At On or prior to the date hereof and at each Closing, either the Chief Executive Officer and or the Chief Financial Officer of the Company shall have provided a certificate to the Placement Agent confirming that, to the best of their knowledge, there have been (i) 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, and (ii) there are no incurrence by the Company of any material 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 other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably requestrequest upon reasonable prior notice hi connection with the transactions contemplated hereby. (ih) At each Closing, the Company shall pay and deliver to the Placement Agent the Agent’s Fee, calculated in accordance with Sections 4(d) ), the Agent’s Expense Reimbursement, calculated in accordance with Section 4(f), the Agent’s Legal Expense and the Blue Sky Expenses in accordance with Section 6(j6(h) 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. (ki) 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) the Company and each subscriber as of the date thereof shall 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. (oj) There shall have been delivered to the Placement Agent a signed opinion of Xxxxxxxxxxx & Price, LLP, outside counsel to the Company, dated as of each Closing Date, in form containing substantially the opinions set forth as Exhibit A hereto together with customary assumptions, exceptions and substance reasonably satisfactory to counsel limitations, and there shall have been delivered to the Placement AgentAgent a signed letter of Xxxxxxxxxxx & Price dated as of each Closing Date, containing substantially the negative assurances set forth as Exhibit B together with customary assumptions, exceptions and limitations. (pk) Prior to, or concurrently with, the First Closing, the Company must have entered into a binding definitive agreement to acquire 100% of the equity in Xxxxxxx Drilling Fluids, Ltd. and such acquisition shall have been consummated. (1) All proceedings taken at or prior to each Closing in connection with the authorization, issuance and sale of the Units, the Shares, the Warrants, Units and the Agent’s Warrants and the 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.

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 of made in this Agreement by the Company qualified as to materiality shall be true and correct 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 as of such earlier date, and the representations and warranties of made by 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) The Company 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 it pursuant to this Agreement and under the Transaction Documents Company at or before each Closing. (c) Neither the SEC Reports nor the Offering Materials shall, and as of the date of any amendment or supplement thereto will, 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 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 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 the 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 an officer of the Company, dated as of each Closing Datethe date of such Closing, certifying, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in paragraphs subparagraphs (a), (b), (c), (d) and (e) above. (g) The Prior to each Closing, the Company shall have delivered to the Placement Agent: (i) a currently dated certified charter document and good standing certificate for the Company and each Subsidiary, each dated as of a date within ten (10) days prior to the Closing from the Secretary secretary of State state of Delaware and each its jurisdiction in which the Company is qualified to do business of incorporation or formation, as a foreign corporation applicable, and (ii) at the First Closing, certified resolutions of the Company’s Board board of Directors directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement and Agreement, certified by the other Transaction DocumentsChief Executive Officer of the Company. (h) At each Closing, the Chief Executive Officer and the Chief Financial Officer of the Company shall have provided a certificate pay and/or issue to the Placement Agent confirming thatthe Agent Cash Fee and Agent Expense Allowance earned in such Closing. Promptly following the Final Closing, to their knowledge, there have been (i) 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, and (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 other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably requestshall provide the Company with instructions with respect to the issuance of the Agent Warrants and the Company shall promptly issue said Agent Warrants and deliver same to the Placement Agent. (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) the Company and each subscriber as of the date thereof shall 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 Disclosure Law Group, counsel to the Company, dated as of each such Closing Date, substantially in the form and substance reasonably satisfactory annexed hereto as Exhibit A. (j) Prior to counsel to each Closing, the Placement AgentCompany shall provide evidence of the filing of the Certificate of Designation of the Series AAA Junior Preferred Stock with the State of Delaware covering the Shares issued at such Closing. (pk) All proceedings taken at or prior to each a Closing in connection with the authorization, issuance and sale of the Units, the Shares, the Warrants, the Agent’s Warrants and the 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, documents and certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (l) At each Closing, the Company shall provide irrevocable instructions to its transfer agent to issue into treasury shares, and reserve for future and automatic issuance upon the requested conversion of the Shares by any holder, such number of shares of Common Stock issuable upon the conversion of the Shares sold in such Closing.

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 of made in this Agreement by the Company qualified as to materiality shall be true and correct 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 as of such earlier date, and the representations and warranties of made by 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) The Company 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 it pursuant to this Agreement and under the Transaction Documents Company at or before each the Closing. (c) The Memorandum 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 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 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 the 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 an officer of the Company, dated as of each Closing Datethe date of such Closing, certifying, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in paragraphs subparagraphs (a), (b), (c), (d) and (e) above. (g) The Prior to the First Closing, the Company shall have delivered to the Placement Agent: (i) a currently dated certified charter document and good standing certificate for the Company and each Subsidiary, each dated as of a date within ten (10) days prior to the First Closing from the Secretary secretary of State state of Delaware and each its jurisdiction in which the Company is qualified to do business of incorporation or formation, as a foreign corporation applicable, and (ii) at the First Closing, certified resolutions of the Company’s Board board of Directors directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement and Agreement, certified by the other Transaction DocumentsChief Executive Officer of the Company. (h) At each Closing, the Chief Executive Officer and the Chief Financial Officer of the Company shall have provided a certificate pay and/or issue to the Placement Agent confirming that, to their knowledge, there have been (i) no material adverse changes the Agent Cash Fee and Agent Expense Allowance earned in the condition (financial or otherwise) or prospects of the Company from the date of the financial statements included in the Memorandum, and (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 other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably requestClosing. (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) the Company and each subscriber as of the date thereof shall 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 ZAG/Xxxxxxxx & Worcester, counsel to the Company, dated as of each such Closing Date, in the form and substance reasonably satisfactory to counsel acceptable to the Placement Agent. (pj) Prior to the First Closing, the Company shall receive stockholder approval and Nasdaq approval with respect to the reverse stock split as contemplated in the Schedule 14A filed with the SEC on September 30, 2019 and such reverse split shall be effectuated by all necessary corporate action. With respect to said reverse stock split, the Company shall consult with the Placement Agent on the specific reverse stock split ratio prior to the time said reverse stock split is effectuated. (k) Prior to the First Closing, the Company and its counsel shall provide reasonable assurance (including forwarding to the Placement Agent all correspondence from and to Nasdaq) that based on the implementation of the reverse stock split, the Company anticipates that it will regain compliance with the minimum bid requirement mandated for continued listing of its Common Stock on the Exchange. (l) Prior to the First Closing, the Company shall provide evidence of the filing of the Certificate of Designation on the Series A Preferred Stock with the State of Delaware. (m) All proceedings taken at or prior to each any Closing in connection with the authorization, issuance and sale of the Units, the Shares, the Warrants, the Agent’s Warrants and the 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, documents and certificates and opinions as it may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby. (n) At each Closing, the Company shall provide irrevocable instructions to its transfer agent to issue into treasury shares, and reserve for future and automatic issuance upon the requested conversion of the Shares by any holder, such number of shares of Common Stock issuable upon the conversion of the Shares sold in such Closing.

Conditions of Placement Agent’s Obligations. The obligations of the Placement Agent hereunder are subject to the fulfillment, at or before each Closing, of the following additional conditions: (a) Each of the representations and warranties of the Company qualified as to materiality shall be true and correct 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 as of such earlier date, and the representations and warranties 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) The Company shall have performed and complied, complied in all material respects, respects with all agreements, covenants and conditions required to be performed by and complied with by it pursuant to this Agreement and under the Transaction Documents at or before each Closing. (c) 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 the 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. (fe) The Placement Agent shall have received a certificate certificates of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of each Closing Date, certifying, in such detail as the Placement Agent may reasonably request, as to the fulfillment of the conditions set forth in paragraphs (a), (b), (c), (d) and (ed) above. (gf) The Company shall have delivered to the Placement Agent: (i) at each Closing a currently dated good standing certificate from the Secretary secretary of State state of Delaware its jurisdiction of incorporation and each jurisdiction in which the Company is qualified to do business as a foreign corporation corporation, and (ii) at the First Closing, certified resolutions of the Company’s Board of Directors approving this Agreement and the other Transaction Documents, and the transactions and agreements contemplated by this Agreement and the other Transaction Documents. (hg) At On or prior to the date hereof and at each Closing, either the Chief Executive Officer and or the Chief Financial Officer of the Company shall have provided a certificate to the Placement Agent confirming that, to the best of their knowledge, there have been (i) 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, and (ii) no incurrence by the Company absence 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 other matters relating to the financial condition and prospects of the Company that the Placement Agent may reasonably request. (ih) At each Closing, the Company shall pay and deliver to the Placement Agent the Agent’s Fee, calculated in accordance with Sections 4(d), the Agent’s Expense Allowance, calculated in accordance with Sections 4(f) and the Blue Sky Expenses in accordance with Section 6(j6(h) 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. (ki) 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) the Company and each subscriber as of the date thereof shall 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. (oj) There shall have been delivered to the Placement Agent a signed opinion of Xxxxxxxxxx Xxxxxxx PC, outside counsel to the Company, dated as of each Closing Date, in form and substance reasonably satisfactory to counsel to containing substantially the Placement Agentopinions set forth as Annex A hereto. (pk) All proceedings taken at or prior to each Closing in connection with the authorization, issuance and sale of the Units, the Shares, the Warrants, Units and the Agent’s Warrants and the 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.