Common use of Conditions of Underwriters’ Obligations Clause in Contracts

Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as the case may be, as provided herein shall be subject to: (i) the accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its obligations hereunder, and (iv) each of the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing. (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (b) The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative shall have received the favorable written opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. (e) On the date of this Agreement and on the Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term debt of the Company or any change or development involving a change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated hereby. (g) The Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Annex II. (h) The Common Stock and the Warrants are registered under the Exchange Act and, as of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligible. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent for the Warrants. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.

Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as the case may be, Securities as provided herein shall be subject to: (i) the accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date or the Additional Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative Underwriters or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its obligations hereunder, and (iv) each of the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing. (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City timeEastern Time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the RepresentativeUnderwriters. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s Underwriters’ satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (b) The Representative Underwriters shall not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s Underwriters’ reasonable opinion, is material, or omits to state a fact which, in the Representative’s Underwriters’ reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative Underwriters shall have received the favorable written opinionsreceived, in each case in form satisfactory to the Representative Underwriters and Underwriters’ counsel (and in the case of (i) legal opinions from Xxxxxx Xxxxxxxx & Riegels, Cayman Islands counsel to the Company dated as of the Closing Date and addressed to the Underwriters, (ii), including customary ) legal opinions and negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx letter from DLA Piper UK LLP, the securities U.S. legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; , and (iiiii) Fish & Xxxxxxxxxx LLPlegal opinions from Xxx Xxx Law Offices, patent PRC legal counsel to the Company, dated as of the Closing Date Date. Each of the opinion shall provide assurance to parties that the legal aspects of the transaction have been properly examined and deemed compliant with applicable laws, regulations, and contractual requirements A copy of such opinion shall have been provided to the Underwriters with consent from such counsel. VCL Law LLP, counsel to the Underwriters, shall have furnished to the Representative its (i) written opinion, addressed to the Underwriters; Underwriters and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date or any Additional Closing Date, as the case may be, and (ii) negative assurance letter, addressed to the Underwriters and dated the Closing Date or any Additional Closing Date, as the case may be, and the Company shall have furnished to such counsel such documents and information as such counsel may reasonably request to enable them to pass on such matters. XxxXxxxxx Law Offices, PRC counsel to the Underwriters, shall have furnished to the Representative its written opinion, addressed to the Underwriters and dated the Closing Date or any Additional Closing Date, as the case may be, in form and substance satisfactory to the Representative. (d) The Representative Underwriters shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the CompanyCompany (the “Officers’ Certificate”), substantially in the form attached hereto as Annex I and dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. (e) At each of the Closing Date, the Underwriters shall have received a certificate of the Company signed by the Secretary of the Company (the “Secretary’s Certificate”), substantially in the form attached hereto as Annex II and dated the Closing Date, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) the good standing of the Company; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate. (f) On the date of this Agreement and on the Closing Date, the Representative Underwriters shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx Xxxxxx Asia CPAs LLP (the “Auditor Comfort Letter”) as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative Underwriters and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulationsRegulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (fg) On the date of this Agreement and on the Closing Date, the Company shall have furnished to the Representative, a certificate on behalf of the Company, dated the respective dates of delivery thereof and addressed to the Underwriters, of its Chief Financial Officer with respect to certain financial date contained in the Registration Statement and Prospectus (the “CFO Certificate”), providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Representative, substantially in the form attached hereto as Xxxxx XXX. (h) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock Ordinary Shares or long-term debt of the Company or any change or development involving a change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable judgment of the RepresentativeUnderwriters, so material and adverse as to make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated hereby. (gi) The Representative Underwriters shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Annex IIIV. (hj) The Common Stock and the Warrants Shares are registered under the Exchange Act and, as of the Closing Date, the Common Stock and the Warrants Shares shall be listed and admitted and authorized for trading on the NASDAQ Capital Nasdaq Global Market and satisfactory evidence of such action shall have been provided to the RepresentativeUnderwriters. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants Shares under the Exchange Act or delisting or suspending the Common Stock or the Warrants Shares from trading on the NASDAQ Capital Nasdaq Global Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Nasdaq Global Market is contemplating terminating such registration or listing. The Securities Firm Shares shall be DTC eligible. (ik) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (jl) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (km) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (ln) The CSRC shall have concluded the CSRC Filings and published the filing results on January 2, 2024 in respect of the CSRC Filings on its website, and such notice of acceptance and/or filing results published not having otherwise been rejected, withdrawn, revoked or invalidated. (o) The Company shall have entered into a warrant agreement (is not required to apply for cybersecurity review with the “Warrant Agreement”) CAC with Nevada Agency and Trust Company, as warrant agent for the Warrants. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished respect to the Representative or to Underwriters’ Counsel Company’s proposed overseas listing pursuant to this Section 7 shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writingRevised Cybersecurity Review Measures.

Conditions of Underwriters’ Obligations. The several obligations of the Underwriters hereunder are subject to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as the case may be, as provided herein shall be subject to: (i) the accuracy of the representations and warranties of the Company herein contained, as of on the date hereof hereof, the Applicable Time and as of the Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) Date and the performance by the Company of its obligations hereunder, hereunder and (iv) each of to the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.precedent: (a) The Registration Statement Company shall furnish to you at the Time of Purchase an opinion of Xxxxxx Xxxx Nemerovski Xxxxxx Xxxx & Rabkin, A Professional Corporation, special counsel for the Company, addressed to the Underwriters, and dated the Closing Date, with executed copies for each of the other Underwriters in the form set forth in Exhibit A hereto. (b) The Company shall furnish to you at the Time of Purchase an opinion of the Office of Corporate Counsel of the Company, addressed to the Underwriters, and dated the Closing Date, with executed copies for each of the other Underwriters in the form set forth in Exhibit B hereto. (c) You shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M.from Deloitte & Touche LLP letters dated, New York City timerespectively, on the date of this AgreementAgreement and the Closing Date and addressed to the Underwriters (with executed copies for each of the Underwriters) in the forms satisfactory to you, or at such later time which letters shall cover, without limitation, the various financial disclosures contained in the Registration Statement, the Pre-Pricing Prospectuses, the Prospectus and date as the Permitted Free Writing Prospectuses, if any. (d) You shall have been consented received at the Time of Purchase the written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Underwriters, dated the Time of Purchase, in form and substance reasonably satisfactory to in writing by the Representative. If . (e) No Prospectus or amendment or supplement to the Company shall have elected to rely upon Rule 430A under the Securities Act, Registration Statement or the Prospectus shall have been filed with to which you shall have objected in writing. (f) The Registration Statement and any registration statement required to be filed, prior to the Commission in a timely fashion in accordance with the terms thereof and a form sale of the Securities, under the Act pursuant to Rule 462(b) shall have been filed and shall have become effective under the Act. The Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters Supplement shall have been filed with the Commission pursuant to Rule 424(b) under the Act at or before 5:30 p.m., New York City time, on the second full business day after the date of this Agreement (or such earlier time as may be required under the Act). The final term sheet contemplated by Section 4(a) hereof, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time period; andperiods prescribed for such filings by Rule 433; (g) Prior to and at the Time of Purchase, at or prior to the Closing Date and the actual time of the Closing, (i) no stop order suspending with respect to the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no issued under the Act or proceedings for the issuance of such an order shall have been initiated under Section 8(d) or threatened; all requests 8(e) of the Commission for additional information Act; (to be included in ii) the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; Statement and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (b) The Representative all amendments thereto shall not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains contain an untrue statement of a material fact which, in the Representative’s reasonable opinion, is material, or omits omit to state a material fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading; (iii) none of the Pre-Pricing Prospectuses or the Prospectus, and no amendment or supplement thereto, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; (iv) the Disclosure Package and any amendment or supplement thereto, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (v) none of the Permitted Free Writing Prospectuses, if any, shall include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (ch) The Representative shall have received Company will at the favorable written opinions, in each case in form satisfactory Time of Purchase deliver to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as you a certificate of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. (e) On the date of this Agreement and on the Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term debt of the Company or any change or development involving a change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated hereby. (g) The Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Annex II. (h) The Common Stock and the Warrants are registered under the Exchange Act and, as of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligibleExhibit C hereto. (i) The Company shall have furnished to you such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, any Pre-Pricing Prospectus, the Prospectus or any Permitted Free Writing Prospectus as of the Time of Purchase as you may reasonably request. (j) FINRA shall not have confirmed that it has not raised any objection with respect to the fairness and or reasonableness of the underwriting terms and arrangements. In additionunderwriting, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as other arrangements of the Closing Datetransactions, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Companycontemplated hereby. (k) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent for the Warrants. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.

Conditions of Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder, and the closing of the sale of the Stock, are subject to purchase the accuracy, when made and pay for as of the Firm Shares Applicable Time and Firm Warrants or any Option Securitieson the Closing Date, as the case may be, as provided herein shall be subject to: (i) the accuracy of the representations and warranties of the Company herein containedcontained herein, as to the accuracy of the date hereof and as statements of the Closing Date, (ii) the absence from Company made in any certificates, opinions, written statements or letters furnished certificates pursuant to the Representative or provisions hereof, to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its obligations hereunder, and (iv) to each of the following additional terms and conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.: (a) The Registration Statement shall Statements have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the any Registration Statement or any part thereof, preventing or any amendment thereof, nor suspending or preventing the use of the General Disclosure Packageany Base Prospectus, any Preliminary Prospectus, the Prospectus or any Issuer Permitted Free Writing Prospectus or any part thereof shall have been issued; issued and no proceedings for that purpose or pursuant to Section 8A under the issuance of such an order Securities Act shall have been initiated or threatened; or, to the Company’s knowledge, threatened by the Commission, and all requests for additional information on the part of the Commission for additional information (to be included or incorporated by reference in the Registration Statement, Statements or the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Representative’s satisfaction; the Rule 462(b) Registration Statement, if any, each Issuer Free Writing Prospectus and the Prospectus shall have been filed with, the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and Regulations and in accordance with Section 4(a), and the Rule 462(b) Registration Statement, if any, shall have become effective immediately upon its filing with the Commission; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangementsof this Agreement or the transactions contemplated hereby. (b) The Representative None of the Underwriters shall not have reasonably determined, discovered and advised disclosed to the Company, Company on or prior to the Closing Date that the any Registration Statement, the General Disclosure Package or the Prospectus, Statement or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, thereto contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinionopinion of counsel for the Underwriters, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of the circumstances in which they were made, not misleading. (c) All corporate proceedings incident to the authorization, form and validity of each of this Agreement, the Stock, the Registration Statements, the General Disclosure Package, each Issuer Free Writing Prospectus and the Prospectus and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) Fenwick & West LLP, counsel for the Company, shall have furnished to the Representative such counsel’s written opinion and negative assurance statement, each addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Representative. (e) The Representative shall have received the favorable written opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx from Xxxxxxx & Xxxxx Procter LLP, the securities legal counsel for the CompanyUnderwriters, such counsel’s written opinion and negative assurance statement, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, with respect to such matters as the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfiedUnderwriters may reasonably require, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) shall have furnished to such counsel such documents as of the Closing Date, all agreements, conditions and obligations of the Company they request for enabling them to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of businesspass upon such matters. (ef) On At the date time of the execution of this Agreement and on the Closing DateAgreement, the Representative shall have received from Ernst & Young LLP a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such dateletter, addressed to the Underwriters Underwriters, executed and dated such date, in form and substance satisfactory to the Representative and Underwriters’ Counsel, (i) confirming that they are an independent certified public accountants registered accounting firm with respect to the Company within the meaning of the Securities Act and all applicable rules the Rules and regulationsRegulations and PCAOB and (ii) stating the conclusions and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial statements and statingcertain financial information contained or incorporated by reference in the Registration Statements, the General Disclosure Package and the Prospectus. (g) On the effective date of any post-effective amendment to any Registration Statement and on the Closing Date, the Representative shall have received a letter (the “bring-down letter”) from Ernst & Young LLP addressed to the Underwriters and dated the Closing Date confirming, as of such the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus, as the case may be, as of a date not more than five three (53) business days prior to such datethe date of the bring-down letter), the conclusions and findings of such firm firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial information and other matters relating covered by its letter delivered to the Representative concurrently with the execution of this Agreement pursuant to paragraph (f) of this Section 6. (h) The Company shall have furnished to the Representative a certificate, dated the Closing Date, of its Chief Executive Officer and its Chief Financial Officer stating that (i) such officers have carefully examined the Registration Statement, the General Disclosure Package, any Permitted Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statements and each amendment thereto, at the Applicable Time, as of the date of this Agreement and as of the Closing Date did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the General Disclosure Package, as of the Applicable Time and as of the Closing Date, any Permitted Free Writing Prospectus as of its date and as of the Closing Date, the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the effective date of the Initial Registration Statement, no event has occurred which should have been set forth in a supplement or amendment to the Registration Statement covered Statements, the General Disclosure Package or the Prospectus that has not been so set forth therein, (iii) to their knowledge, as of the Closing Date, the representations and warranties of the Company in this Agreement are true and correct and the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and (iv) there has not been, subsequent to the date of the most recent audited financial statements included or incorporated by such letterreference in the General Disclosure Package, any material adverse change in the financial position or results of operations of the Company or any of its subsidiaries, or any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company and its subsidiaries taken as a whole, except as set forth in the Prospectus. (fi) Subsequent to Since the execution and delivery date of this Agreement or, if earlier, the dates latest audited financial statements included in the General Disclosure Package or incorporated by reference in the General Disclosure Package as of which information is given the date hereof, (i) the Company and its subsidiaries shall not have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Registration Statement General Disclosure Package, and (exclusive of any amendment thereofii) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock (other than stock option and warrant exercises and stock repurchases in the ordinary course of business) or long-term debt of the Company or any change of its subsidiaries, or any change, or any development involving a prospective change, whether in or not arising from transactions in the ordinary course of business, in affecting the business, condition (general affairs, management, financial position, stockholders’ equity or otherwise), results of operations, shareholders’ equity, properties or prospects operations of the CompanyCompany or any of its subsidiaries, taken otherwise than as a whole, including but not limited to set forth in the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamityGeneral Disclosure Package, the effect of which, in any such case described above, in clause (i) or (ii) of this paragraph (i) is, in the reasonable judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of Securities or Offering as contemplated hereby. (g) The Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially Stock on the terms and in the form attached as Annex II. (h) The Common Stock and manner contemplated in the Warrants are registered under the Exchange Act and, as of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligible. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewithGeneral Disclosure Package. (j) No action shall have been taken and no law, statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state governmental agency or foreign governmental or regulatory authority that would, as of the Closing Date, body which would prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities Stock or materially and adversely affect or potentially materially and adversely affect the business or operations of the CompanyCompany or any of its subsidiaries; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued which would prevent the issuance or sale of the Stock or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company or any of its subsidiaries. (k) The Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the NASDAQ Global Market or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have furnished been suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established on any such exchange or such market by the Underwriters Commission, by such exchange or market or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall have become engaged in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Representative, impracticable or inadvisable to proceed with the sale or delivery of the Stock on the terms and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requestedin the manner contemplated in the General Disclosure Package and the Prospectus. (l) The Company shall have entered into filed a warrant agreement Notification: Listing of Additional Shares with the NASDAQ Global Market and shall have received no objection thereto from the NASDAQ Global Market. (m) The Representative shall have received on and as of the “Warrant Closing Date satisfactory evidence of the good standing of the Company in the State of Delaware and existence as a foreign corporation in the State of Washington, in each case in writing or any standard form of telecommunication from the appropriate Governmental Authorities of such jurisdictions. (n) The Representative shall have received the written agreements, substantially in the form of Exhibit A hereto, of the persons and entities listed in Exhibit B to this Agreement”. (o) with Nevada Agency and Trust The Company shall have furnished to the Underwriters a Secretary’s Certificate of the Company, as warrant agent in form and substance reasonably satisfactory to counsel for the Warrants. If any of Underwriters. (p) On or prior to the conditions specified in this Section 7 Closing Date, the Company shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative such further certificates and documents as the Representative may reasonably request. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.

Conditions of Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder are subject to purchase the accuracy, at and pay for as of the Firm Shares date hereof and Firm Warrants or any Option the First Closing Date (as if made at the First Closing Date) and, with respect to the Optional Securities, the Option Closing Date (as if made at the case may beOption Closing Date), as provided herein shall be subject to: (i) the accuracy of the representations and warranties of the Company contained herein contained, as or in certificates of any officer of the date hereof and as of the Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished Company delivered pursuant to the Representative or provisions hereof, to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its covenants and other obligations hereunder, hereunder and (iv) each of to the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.: (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M.___p.m., New York City Eastern time, on the date of this Agreement, or at such later time and date as the Representative shall approve and all filings required by Rules 424, 430A, 430B, 430C and 433 under the Securities Act shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time periodmade; and, at or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus thereof shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests and any request of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (b) The Representative No Underwriter shall not have reasonably determined, and advised the Company, Company that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) On each Closing Date, the Representative shall have received the opinion of Pillsbury Wxxxxxxx Xxxx Xxxxxxx LLP, counsel for the Company, dated as of such Closing Date, in form and substance satisfactory to the Representative. (d) On each Closing Date, the Representative shall have received the opinion of Leydig, Vxxx & Mxxxx, Ltd, special intellectual property counsel for the Company, dated as of such Closing Date, in form and substance satisfactory to the Representative. (e) On each Closing Date the Representative shall have received the opinion of King & Spalding, special regulatory counsel for the Company, dated as of such Closing Date, in form and substance satisfactory to the Representative. (f) On each Closing Date the Representative shall have received the favorable opinion of Sxxxxxxxx Yxxxx Cxxxxxx & Rxxxx, a Professional Corporation, counsel for the Underwriters, dated as of such Closing Date, in form and substance satisfactory to the Representative. (g) There shall have been furnished to the Representative a certificate of the Company, dated as of each Closing Date and addressed to the Representative, signed by the Chief Executive Officer and by the Chief Financial Officer of the Company to the effect that: (i) The representations and warranties of the Company in this Agreement are true and correct, as if made at and as of such Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date; (ii) No stop order suspending the effectiveness of the Registration Statement or any notice that would prevent its use has been issued, and no proceedings for that purpose have been initiated or are pending or, to their knowledge, contemplated; (iii) Any and all filings required by Rules 424, 430A, 430B and 430C under the Securities Act have been timely made; (iv) The signers of said certificate have carefully examined the Registration Statement and the Disclosure Package and the Prospectus, and any amendments or supplements thereto, and such documents contain all statements and information required to be included therein; the Registration Statement or any amendment thereto does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.; and the Disclosure Package and the Prospectus or any supplements thereto do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (cv) The Representative shall have received Since the favorable written opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as effective date of the Closing Date and addressed Registration Statement, there has occurred no event required to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions be set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company an amendment or supplement to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof the Disclosure Package and the Prospectus which has not been issued and no proceedings therefor have been initiated or threatened by the Commission, so set forth; and (vi) Since the effective date of the Registration Statement, neither the Company nor any of its Subsidiaries shall have sustained any loss by strike, fire, flood, accident or other calamity (whether or not insured), or shall have become a party to or the subject of any litigation, which is material to the Company or its Subsidiaries taken as a whole, nor shall there are no pro forma or as adjusted financial statements that are required to be included have been a material adverse change in the Registration Statement general affairs, business, key personnel, capitalization, financial position, earnings or net worth of the Company and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Changeits Subsidiaries, whether or not arising from transactions in the ordinary course of business, which loss, litigation or change, in the Representative’s judgment, shall render it inadvisable to proceed with the delivery of the Securities. (eh) On the date of this Agreement hereof, and on the each Closing Date, the Representative shall have received from Mxxxxx & Kliegman, LLP, independent public or certified public accountants for the Company, a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, dated the date hereof addressed to the Underwriters and Representative, on behalf of the several Underwriters, in form and substance satisfactory to the Representative Representative, containing statements and Underwriters’ Counselinformation of the type ordinarily included in accountant’s “comfort letters” to underwriters, confirming that they are independent certified public accountants delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the Company within the meaning of the Securities Act audited and all applicable rules unaudited financial statements and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified certain financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given contained in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in and the capital stock or long-term debt of the Company or any change or development involving a change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated hereby. (g) The Representative shall have received a lock-up agreement from additional conformed copies of such accountants’ letter for each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Annex II. (h) The Common Stock and the Warrants are registered under the Exchange Act and, as of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligibleseveral Underwriters). (i) FINRA The Securities and the Common Stock reserved for issuance under the Underwriter Warrants shall have been duly authorized for listing on the Nasdaq Global Market. (j) The stockholders, officers and directors of the Company (of which such officers, directors and stockholders shall constitute holders of at least 90% of the outstanding Common Stock on an aggregate and fully diluted basis) shall have agreed to the lock-up described in Section 4(i) hereof and such lock-ups shall be in full force and effect on each Closing Date. (k) The NASD shall have confirmed that it has will not raised raise any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (l) On or before each Closing Date, the Representative and counsel for the Underwriters shall have received such information, certificates, agreements, opinions and other documents as they may reasonably require. All such opinions, certificates, letters and documents shall be in compliance with the provisions hereof only if they are satisfactory in form and substance to the Representative and to counsel for the Underwriters. The Company shall have entered into a warrant agreement (furnish the “Warrant Agreement”) Representative with Nevada Agency such conformed copies of such opinions, certificates, letters and Trust Company, other documents as warrant agent for the WarrantsRepresentative shall reasonably request. If any of the conditions specified in this Section 7 5 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory in form Agreement and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative canceled at, or at any time prior to, the consummation First Closing Date or, with respect to the Optional Securities, the Option Closing Date, as the case may be, by the Representative. Any such cancellation shall be without liability of the ClosingUnderwriters to the Company. Notice of such cancellation shall be given to the Company in writing writing, or orally. Any such oral notice shall be by telegraph or telephone and confirmed promptly thereafter in writing.

Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as the case may be, as provided herein shall be subject to: (i) the accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its obligations hereunder, and (iv) each of the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing. (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City P.M. Eastern time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (b) The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative shall have received the favorable written legal opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii)Campbells, including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, Cayman Islands counsel to the securities legal counsel for the Company, Company dated as of the Closing Date and addressed to the Underwriters; , (ii) Fish Kxxxxxx & Xxxxxxxxxx LLPCxxxxxx, patent P.C., the U.S. legal counsel to for the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLCDeheng Law Firm, trademark PRC legal counsel for to the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. (e) On the date of this Agreement and on the Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx Fxxxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term debt of the Company or any change or development involving a change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated hereby. (g) The Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Annex II. (h) The Common Stock and the Warrants Shares are registered under the Exchange Act and, as of the Closing Date, the Common Stock and the Warrants Shares shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants Shares under the Exchange Act or delisting or suspending the Common Stock or the Warrants Shares from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities Firm Shares, the Additional Shares and the Shares underlying the Representative’s Warrant shall be DTC eligible. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (l) The Company and the Representative shall have entered into an escrow agreement with an entity reasonably satisfactory to both parties pursuant to which $600,000 in proceeds from the Offering shall be deposited in an escrow account for a warrant agreement period of thirty (30) months following the “Warrant Closing Date for purposes of satisfying the initial $600,000 in indemnification obligations set forth in this Agreement”) with Nevada Agency and Trust Company, as warrant agent for . The Company shall pay the Warrantsreasonable fees of the escrow agent. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as Designated Securities they have severally agreed to purchase under this Agreement on the case may be, as provided herein shall be Closing Date are subject to: (i) to the accuracy in all material respects of the representations and warranties of the Company herein contained, and the Guarantor contained in this Agreement as of the date hereof of this Agreement and as of the Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel accuracy in all material respects of the statements of the Company and the Guarantor made in any certificates pursuant to this Section 7 of any misstatement the provisions hereof delivered prior to or omissionconcurrently with such purchase, (iii) to the performance by the Company and the Guarantor of its their obligations hereunderunder this Agreement, and (iv) each of to the following additional further conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.: (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with Section 5(a) hereof; all filings (including, without limitation, the terms thereof and a form final term sheet prepared pursuant to Section 5(a) hereof) required by Rule 424(b) or Rule 433 of the Prospectus containing information relating to the description of the Securities Rules and the method of distribution and similar matters Regulations shall have been filed with made, and no such filings will have been made without the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior to the Closing Date and the actual time consent of the Closing, Representative(s); no stop order suspending the effectiveness of the Registration Statement or any part thereofamendment or supplement thereto, preventing or any amendment thereof, nor suspending or preventing the use of the General Disclosure PackagePreliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus, or suspending the qualification of the Designated Securities for offering or sale in any jurisdiction shall have been issued; no proceedings for the issuance of any such an order shall have been initiated or threatened; all requests no notice of objection of the Commission to use the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the Rules and Regulations shall have been received by the Company; and any request of the Commission for additional information (to be included in the Registration Statement, Statement or the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been disclosed to the Underwriters and complied with to the Representative’s Underwriters’ satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (b) The Representative No Underwriter shall not have reasonably determined, been advised by the Company or shall have discovered and advised disclosed to the Company, Company that the Registration Statement, the General Disclosure Package or the Prospectus, Prospectus or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, which in the Representative’s reasonable opinionopinion of the Underwriters, or in the opinion of counsel to the Underwriters, is material, or omits to state a fact which, in the Representative’s reasonable opinionopinion of the Underwriters, or in the opinion of counsel to the Underwriters, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (c) The Representative At the Closing Date, the Underwriters shall have received the favorable written opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Companya certificate, dated as of the Closing Date, of the Guarantor signed by the principal financial or accounting officer of the Guarantor, certifying, with respect to the effect that: Guarantor, that at the Closing Date and subsequent to the dates as of which information is given in the Disclosure Package, (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued shall be in effect, and no proceedings therefor have been initiated for such purpose shall be pending before or threatened by the Commission, Commission (viii) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. (e) On the date of this Agreement and on the Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any material adverse change in the capital stock or long-term debt of the Company or any change or development involving a changefinancial condition, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties earnings or prospects of the CompanyGuarantor and its subsidiaries, taken considered as one enterprise, (iii) there shall not have been any downgrading in the rating of any debt securities or preferred stock of the Guarantor or debt securities or preferred stock unconditionally guaranteed by the Guarantor by Xxxxx’x Investor Services, Inc., Fitch Ratings Ltd. or Standard and Poor’s Corporation, or any public announcement that any such rating agency has under surveillance or review its rating of any debt securities or preferred stock of the Guarantor or debt securities or preferred stock unconditionally guaranteed by the Guarantor (other than an announcement with positive implications of a wholepossible upgrading, including but not limited and no implication of a possible downgrading, of such rating), (iv) each of the Company and the Guarantor shall have complied with all agreements and satisfied all conditions on its respective part to be performed or satisfied hereunder at or prior to the occurrence Closing Date, and (v) the representations and warranties of any firethe Company and the Guarantor set forth in Section 1 above and in the applicable Underwriting Agreement, floodif any, stormare accurate in all material respects as though expressly made at and as of the Closing Date. In addition, explosion, accident, act of war or terrorism or other calamityat the Closing Date, the effect of which, in any such case described above, is, in the reasonable judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated hereby. (g) The Representative Underwriters shall have received a lock-up agreement from each Lock-Up Partycertificate dated as of the Closing Date of the Company signed by a director of the Company certifying, duly executed by with respect to the applicable Lock-Up PartyCompany, the matters set forth in each case substantially in the form attached as Annex IIthis Section 6(c)(iv) and (v). (hd) The Common Stock At the Closing Date, the Underwriters shall have received a signed opinion or opinions of counsel reasonably satisfactory to the Underwriters, dated as of the Closing Date. (e) At the Applicable Time, the Underwriters shall have received letters of accountants, ordinarily referred to as “comfort letters”, confirming information as specified in the applicable Underwriting Agreement and dated the Warrants date on which the Term Sheets and/or the Prospectus are registered under dated, as applicable from those accountants of the Exchange Act andGuarantor or any of its subsidiaries as specified in the applicable Underwriting Agreement. (f) At the Closing Date, the Underwriters shall have received letters of accountants dated as of the Closing Date, confirming information as specified in the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided comfort letters delivered pursuant to the Representative. The Company shall have taken no action designed to terminateSection 6(e) above, or likely to have the effect of terminating, the registration from those accountants of the Common Stock Guarantor or any of its subsidiaries as specified in the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligibleapplicable Underwriting Agreement. (ig) FINRA shall have confirmed that it has not raised any objection with respect At or prior to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent (i) the issuance or sale of public deed in respect to the Securities; and no injunction or order of any federal, state or foreign court Designated Securities shall have been issued that would, as registered in the Madrid Mercantile Registry; and (ii) the announcement related to the issue of the Closing Date, prevent Designated Securities shall have been published in the issuance or sale Official Gazette of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. Mercantile Registry (k) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent for the WarrantsBoletin Oficial del Registro Mercantil). If any of the conditions specified in this Section 7 6 or in Section 2 of the applicable Underwriting Agreement shall not have been fulfilled in all material respects when and as required by this AgreementAgreement to be fulfilled, or if any of this Agreement may be terminated by the certificates, opinions, written statements or letters furnished Underwriters upon notice to the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory in form Company and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or Guarantor at any time at or prior toto the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 7 herein. Notwithstanding any such termination, the consummation provisions of the Closing. Notice of such cancellation Sections 8, 9, 10, 14 and 16 herein shall be given to the Company remain in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writingeffect.

Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Firm Shares and Firm Warrants or any Option Securitieshereunder, as to the case may beShares to be delivered at each Time of Delivery, as provided herein shall be subject to: (i) subject, in their discretion, to the accuracy of the condition that all representations and warranties and other statements of the Company herein contained, as and of the date hereof Selling Stockholder herein are, at and as of such Time of Delivery, true and correct, the Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by condition that the Company and the Selling Stockholder shall have performed all of its their respective obligations hereunderhereunder theretofore to be performed, and (iv) each of the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.: (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time periodperiod prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; and, at or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or Statement, any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure PackagePreliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (b) The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative shall have received the favorable written opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor proceeding for that purpose shall have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are ; all material required to be included in filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filing by Rule 433 under the Act; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction; (b) Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., U.S. counsel to the Underwriters, shall have furnished to the Underwriters such opinion or opinions, dated such Time of Delivery, with respect to this Agreement, the Registration Statement Statement, the Pricing Disclosure Package, the Prospectus and other related matters as the Underwriters may reasonably request; (c) Garrigues, S.L.P., Spanish counsel to the Underwriters, shall have furnished to the Underwriters such opinion or opinions, dated such Time of Delivery, with respect to this Agreement, the Registration Statement, the Pricing Disclosure Package, the Prospectus and other related matters as the Underwriters may reasonably request; (d) Squire, Xxxxxxx & Xxxxxxx L.L.P., U.S. counsel to the Company and the Prospectus pursuant Selling Stockholder, shall have furnished to the Rules Underwriters their written opinion, dated such Time of Delivery, in form and Regulations which are not so included, and (vii) subsequent substance reasonably satisfactory to the respective dates as of which information is given Underwriters, with respect to the matters set forth in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business.Annex I-A hereto; (e) On Xxxxx Xxxxxx Xxxx, Internal Legal Counsel of the date of this Agreement and on the Closing DateCompany, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, addressed furnished to the Underwriters and a written opinion, dated such Time of Delivery, in form and substance reasonably satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within matters set forth in Annex I-B hereto; (f) Xxxxxx Xxxxx Xxxxxxx xx Xxxxxxx, Internal Counsel to the meaning Selling Stockholder, shall have furnished to the Underwriters a written opinion, dated such Time of Delivery, in form and substance reasonably satisfactory to the Securities Act and all applicable rules and regulations, and stating, as of such date (orUnderwriters, with respect to the matters involving changes or developments since the respective dates as of which specified financial information is given set forth in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term debt of the Company or any change or development involving a change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated hereby. (g) The Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Annex II. (h) The Common Stock and the Warrants are registered under the Exchange Act and, as of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligible. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent for the Warrants. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.II hereto;

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as the case may be, as provided herein shall be subject to: (i) the accuracy of the representations and warranties of the Company herein containedaccuracy, as of the date hereof and as at each of the First Closing Date and the Second Closing Date (as if made at such Closing Date), (ii) of and compliance with all representations, warranties and agreements of the absence from any certificatesCompany contained herein, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its respective obligations hereunder, including the covenants contained herein to be performed on or prior to the First Closing Date, and (iv) each of to the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.: (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M.5:00 p.m., New York City Central time, on the date of this Agreement, or at such later time and date as you, as Representatives of the several Underwriters, shall approve and all filings required by Rules 424, 430A and 433 of the Rules and Regulations shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon timely made (without reliance on Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to 424(b)(8) or Rule 424(b) within the applicable time period164(b)); and, at or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or any part thereof, thereof or any amendment thereof, nor suspending or preventing the use of the General Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests and any request of the Commission for additional information (to be included in the Registration Statement, the General Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s your satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (b) The Representative No Underwriter shall not have reasonably determined, and advised the Company, Company that the Registration Statement, the General Time of Sale Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, Prospectus contains an untrue statement of fact which, in the Representative’s your reasonable opinion, is material, or omits to state a fact which, in the Representative’s your reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading. (c) The Representative shall have received Except as contemplated in the favorable written opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (Time of Sale Disclosure Package and in the case of (i) and (ii)Prospectus, including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to the respective dates as of which information is given in the Registration Statement Time of Sale Disclosure Package, neither the Company nor any of its subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, other than in the ordinary course of business, or entered into any material transactions other than in the ordinary course of business, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been any change in the Prospectuscapital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants), there has not been or any material change in the short-term or long-term debt of the Company, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company, or any Material Adverse Change or any development involving a prospective Material Adverse Change, Change (whether or not arising from transactions in the ordinary course of business), that, in your judgment, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated in the Time of Sale Disclosure Package and in the Prospectus. (d) On each Closing Date, there shall have been furnished to you, as Representatives of the several Underwriters, the opinions of Xxxxxxxxxx & Xxxxx, P.A., Xxxxx & Xxxxx, P.A. and Xxxxx, Hannaford & Battles, P.A. counsel for the Company, dated such Closing Date and addressed to you, substantially in the forms attached hereto as Exhibit B. (e) On the date of this Agreement and on the each Closing Date, there shall have been furnished to you, as Representatives of the Representative several Underwriters, such opinion or opinions from Faegre & Xxxxxx LLP, counsel for the several Underwriters, dated such Closing Date and addressed to you, with respect to the formation of the Company, the validity of the Securities, the Registration Statement, the Time of Sale Disclosure Package or the Prospectus and other related matters as you reasonably may request, and such counsel shall have received such papers and information as they request to enable them to pass upon such matters. (f) On each Closing Date you, as Representatives of the several Underwriters, shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each McGladrey & Xxxxxx, LLP, dated such date, Closing Date and addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counselyou, confirming that they are it is an independent certified public accountants with respect to the Company accounting firm within the meaning of the Securities Act and all is in compliance with the applicable rules and regulationsrequirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission, and stating, as of the date of such date letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the ProspectusTime of Sale Disclosure Package, as of a date not prior to the date hereof or more than five (5) days prior to the date of such dateletter), the conclusions and findings of such said firm with respect to the financial information and other matters relating to the Registration Statement covered by its letter delivered to you concurrently with the execution of this Agreement, and the effect of the letter so to be delivered on such Closing Date shall be to confirm the conclusions and findings set forth in such prior letter. (fg) Subsequent On each Closing Date, there shall have been furnished to you, as Representatives of the Underwriters, a certificate, dated such Closing Date and addressed to you, signed by the chief executive officer and by the chief financial officer of the Company, to the execution effect that: (i) The representations and delivery warranties of the Company in this Agreement orare true and correct, in all material respects, as if earliermade at and as of such Closing Date, and the Company has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied under this Agreement at or prior to such Closing Date; (ii) No stop order or other order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof or the qualification of the Securities for offering or sale, nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, has been issued, and, to their knowledge, no proceeding for that purpose has been instituted or is contemplated by the Commission or any state or regulatory body; and (iii) The signers of said certificate have carefully examined the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, and any amendments thereof or supplements thereto, and (A) each part of the Registration Statement and the Prospectus, and any amendments thereof or supplements thereto contain, and contained when such part of the Registration Statement, or any amendment thereof, became effective, all statements and information required to be included therein, the Registration Statement, or any amendment thereof, does not contain and did not contain when such part of the Registration Statement, or any amendment thereof, became effective, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and the Prospectus, as amended or supplemented, does not include and did not include as of its date or the time of first use within the meaning of the Rules and Regulations, any untrue statement of material fact or omit to state and did not omit to state as of its date or the time of first use within the meaning of the rules and Regulations a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (B) neither (1) the Time of Sale Disclosure Package nor (2) any individual Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of Sale Disclosure Package, include, nor included as of the Time of Sale any untrue statement of a material fact or omits, or omitted as of the Time of Sale, to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (C) since the Time of Sale there has occurred no event required to be set forth in an amended or supplemented prospectus which has not been so set forth, (D) subsequent to the respective dates as of which information is given in the Registration Statement (exclusive Time of Sale Disclosure Package, neither the Company nor any of its subsidiaries has incurred any material liabilities or obligations, direct or contingent, other than in the ordinary course of business, or entered into any material transactions, not in the ordinary course of business, or declared or paid any dividends or made any distribution of any amendment thereof) kind with respect to its capital stock, and except as disclosed in the Prospectus (exclusive Time of any supplement thereto)Sale Disclosure Package and in the Prospectus, there shall has not have been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants), or any material change in the short-term or long-term debt debt, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock, of the Company Company, or any change of its subsidiaries, or any Material Adverse Change or any development involving a change, prospective Material Adverse Change (whether or not arising from transactions in the ordinary course of business), and (E) except as stated in the businessTime of Sale Disclosure Package and in the Prospectus, condition (financial or otherwise)there is not pending, results of operationsor, shareholders’ equity, properties or prospects to the knowledge of the Company, taken as threatened or contemplated, any action, suit or proceeding to which the Company or any of its subsidiaries is a wholeparty before or by any court or governmental agency, including but not limited to the occurrence of authority or body, or any firearbitrator, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, which might result in any such case described above, is, in the reasonable judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated hereby. (g) The Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Annex IIMaterial Adverse Change. (h) The Common Stock and the Warrants are registered under the Exchange Act and, as of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed furnished to terminateyou and counsel for the Underwriters such additional documents, certificates and evidence as you or likely to they may have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligiblereasonably requested. (i) FINRA Financial Industry Regulatory Authority, Inc. shall have confirmed that it has not raised any no objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action The Nasdaq Capital Market shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of approved the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations for listing, subject only to official notice of the Companyissuance. (k) The Company Underwriters shall have furnished received the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requestedLock-Up Agreements referenced in Section 4. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust CompanyAll such opinions, as warrant agent for the Warrants. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to and other documents will be in compliance with the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably provisions hereof only if they are satisfactory in form and substance to you and counsel for the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice The Company will furnish you with such conformed copies of such cancellation opinions, certificates, letters and other documents as you shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writingreasonably request.

Conditions of Underwriters’ Obligations. The obligations of the --------------------------------------- Underwriters to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as the case may beAdditional Shares, as provided herein herein, shall be subject to: (i) to the accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date (for purposes of this Section 6, "Closing Date" shall refer to the ------------ Closing Date for the Firm Shares and any Additional Closing Date, (ii) if different, for the Additional Shares), to the absence from any certificates, opinions, written statements or letters furnished to the Representative Underwriters or to Xxxxxx & Xxxxxxx ("Underwriters’ Counsel ' Counsel") pursuant to this Section 7 6 of any material --------------------- misstatement or omission, (iii) to the performance by the Company of its obligations hereunder, and (iv) each of to the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer : (a) Prior to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing. (a) The Registration Statement shall have become effective effective, and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior to the Closing Date and the actual time of the ClosingDate, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act or any part thereofproceedings therefor initiated or, or any amendment thereofto the Company's knowledge, nor suspending or preventing threatened by the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Commission. The Prospectus shall have been issued; no proceedings filed or transmitted for filing with the issuance Commission pursuant to Rule 424(b) of the Securities Act Regulations within the prescribed time period, and prior to Closing Date the Company shall have provided evidence satisfactory to the Underwriters of such an order shall have been initiated timely filing or threatened; all requests of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangementstransmittal. (b) The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement All of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative shall have received the favorable written opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth contained in Section 2 this Agreement shall be true and correct on the date hereof are accurate, (iii) and on the Closing Date with the same force and effect as if made on and as of the date hereof and the Closing Date, respectively. The Company shall have performed or complied with all agreements, conditions and obligations of the Company agreements herein contained and required to be performed or complied with hereunder on by it at or prior thereto to the Closing Date. (c) The Prospectus shall have been duly performed printed and copies distributed to the Underwriters not later than 10:00 a.m., New York City time, on the second business day following the date of this Agreement or complied withat such later date and time as to which the Underwriters may agree, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) and no stop order suspending the effectiveness qualification or exemption from qualification of the Registration Statement or Shares in any amendment thereof has jurisdiction referred to in Section 4(d) shall have been issued and no proceedings therefor proceeding for that purpose shall have been initiated commenced or threatened by the Commission, (vi) there are no pro forma shall be pending or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of businessthreatened. (e) On the date of this Agreement and on the Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term debt of the Company or any change or development involving a change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated hereby. (g) The Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Annex II. (h) The Common Stock and the Warrants are registered under the Exchange Act and, as of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligible. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (jd) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that agency which would, as of the Closing Date, prevent the issuance or sale of the SecuritiesShares; and no injunction action, suit or order of any federal, state or foreign court proceeding shall have been issued commenced and be pending against or affecting or, to the best knowledge of the Company, threatened against, the Company or any of its subsidiaries before any court or arbitrator or any governmental body, agency or official that would(i) could reasonably be expected to result in a Material Adverse Effect or (ii) has not been disclosed in the Prospectus. (e) Since the dates as of which information is given in the Prospectus and except as contemplated by the Prospectus, (i) there shall not have been any material adverse change, or any development that is reasonably likely to result in a material adverse change, in the capital stock or the long-term debt, or material increase in the short-term debt, of the Company or any of its subsidiaries from that set forth in the Prospectus, (ii) no dividend or distribution of any kind shall have been declared, paid or made by the Company or any of its subsidiaries on any class of its capital stock, (iii) neither the Company nor any of its subsidiaries shall have incurred any liabilities or obligations, direct or contingent, that are material, individually or in the aggregate, to the Company and its subsidiaries, taken as a whole, and that are required to be disclosed on a balance sheet or notes thereto in accordance with generally accepted accounting principles and are not disclosed on the latest balance sheet or notes thereto included in the Prospectus. Since the date hereof and since the dates as of which information is given in the Prospectus, there shall not have occurred any Material Adverse Effect. (f) The Underwriters shall have received a certificate, dated the Closing Date, signed on behalf of the Company by each of the Company's Chief Executive Officer and Chief Financial Officer in form and substance reasonably satisfactory to the Underwriters, confirming, as of the Closing Date, prevent the issuance or sale matters set forth in paragraphs (a) through (e) of this Section 6 and that, as of the Securities or materially and adversely affect or potentially materially and adversely affect Closing Date, the business or operations obligations of the CompanyCompany to be performed hereunder on or prior thereto have been duly performed in all material respects. (kg) The Company Underwriters shall have furnished received on the Closing Date an opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel to the Underwriters’ Counsel , of Kronish, Lieb, Weiner & Xxxxxxx LLP, counsel for the Company, to the effect set forth in Exhibit A --------- hereto. (h) The Underwriters shall have received an opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, of Xxxxxx & Xxxxxxx, counsel to the Underwriters, covering such matters as are customarily covered in such opinions. (i) Xxxxxx & Xxxxxxx shall have been furnished with such other certificatesdocuments, opinions or documents in addition to those set forth above, as they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Section 6 and in order to evidence the accuracy, completeness or satisfaction in all material respects of any of the representations, warranties or conditions herein contained. (j) At the time this Agreement is executed and at the Closing Date the Underwriters shall have reasonably requestedreceived from Ernst & Young LLP, independent public accountants for the Company and its subsidiaries, dated as of the date of this Agreement and as of the Closing Date, customary comfort letters addressed to the Underwriters and in form and substance satisfactory to the Underwriters and counsel to the Underwriters with respect to the financial statements and certain financial information of the Company and its subsidiaries contained in the Prospectus. (l) At the Closing Date, the Shares shall have been approved for quotation on the Nasdaq. (m) At the time this Agreement is executed and at the Closing Time, the NASD shall not have withdrawn, or given notice of an intention to withdraw, its approval of the fairness of the underwriting terms and arrangements of the offering of the Shares by the Underwriters. (n) Each of the General Administrative and Services Agreement, Master Network Services Agreement, Public Internet Access Services Agreement, and Customer Network and Application Services Agreement shall be in full force and effect, and no party to any such agreement shall have given any notice of termination or amendment of any material provision thereof, or of any intention to terminate or amend any material provision thereof, to any other party, and no event shall have occurred which would prevent either party from substantially performing its obligations under such agreements. (o) All opinions, certificates, letters and other documents required by this Section 6 to be delivered by the Company will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to the Underwriters. The Company will furnish the Underwriters with such conformed copies of such opinions, certificates, letters and other documents as Bear Xxxxxxx shall reasonably request. Prior to the Closing Date, the Company shall have entered into a warrant agreement (furnished to the “Warrant Agreement”) with Nevada Agency Underwriters such further information, certificates and Trust Company, documents as warrant agent for the WarrantsUnderwriters may reasonably request. If any of the conditions specified in this Section 7 6 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative Underwriters or to Underwriters’ ' Counsel pursuant to this Section 7 6 shall not be in all material respects reasonably satisfactory in form and substance to the Representative Underwriters and to Underwriters’ ' Counsel, all obligations of the Underwriters hereunder may be cancelled canceled by the Representative Underwriters at, or at any time prior to, the consummation Closing Date and the obligations of the ClosingUnderwriters to purchase the Additional Shares may be canceled by the Underwriters at, or at any time prior to, the Additional Closing Date. Notice of such cancellation shall be given to the Company in writing writing, or orally. Any such oral notice shall be by telephone, telecopy, telex or telegraph, confirmed promptly thereafter in writing.

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as the case may beBonds, as provided herein herein, shall be subject to: (i) to the accuracy accuracy, as of the date hereof, as of the Applicable Time and as of the Closing Date, of the representations and warranties of the Company herein containedherein, as of the date hereof and as of the Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its obligations hereunder, and (iv) each of to the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.: (a) The Registration Statement Company shall have become effective filed any preliminary prospectus and all necessary regulatory the Prospectus with the Commission (including the information required by Rule 430B under the Act) in the manner and listing approvals shall have been received not later than 5:30 P.M., New York City time, on within the date of this Agreement, time period required by Rule 424(b) under the Act; or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected filed a post-effective amendment to rely upon the Registration Statement containing the information required by Rule 430A 430B, and such post-effective amendment shall have become effective. (b) The Final Term Sheet, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior to the Closing Date and the actual time of the Closing, no periods prescribed for such filings under Rule 433. (c) No stop order suspending the effectiveness of the Registration Statement or any part thereofStatement, or any post-effective amendment thereofto the Registration Statement, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall be in effect and no proceedings for that purpose shall have been issuedinstituted or, to the knowledge of the Company or any Underwriter, threatened by the Commission; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests and any request of the Commission for additional information (to be included in the Registration Statement, Statement or the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s your satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (bd) The Representative No Underwriter shall not have reasonably determined, and advised the Company, Company that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, which in the Representative’s reasonable opinion, your opinion is material, material or omits to state a fact which, which in the Representative’s reasonable opinion, your opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading. (ce) The Representative shall have received the favorable written opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and Except as contemplated in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement Disclosure Package and the Prospectus pursuant to the Rules and Regulations which are not so includedProspectus, and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. (e) On the date of this Agreement and on the Closing DateStatement, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) Disclosure Package and the Prospectus (exclusive of any supplement theretoamendments or supplements thereto subsequent to the date of this Agreement), there shall not have been any change in the capital stock or long-term debt of the Company or any change adverse change, or any development involving a prospective adverse change, in the condition, financial or otherwise, or in the business, net worth or results of operations of the Company from that set forth in the Disclosure Package and the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in your judgment makes it impractical or inadvisable to offer or deliver the Bonds on the terms and in the manner contemplated in the Disclosure Package and the Prospectus. (f) On the Closing Date, you shall have received the opinion of XxXxxx Law Firm, P.A., counsel for the Company, dated the Closing Date, in the form of Exhibit A attached hereto. (g) On the Closing Date, you shall have received the opinion of Xxxxxx X. Xxxxxxx, Esquire, Senior Vice President and General Counsel of the Company, dated the Closing Date, in the form of Exhibit B attached hereto. (h) On the Closing Date, you shall have received from Xxxxxxxx Xxxxxxx LLP, counsel for the several Underwriters, such opinion or opinions, dated the Closing Date, as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In rendering their opinion, such counsel may rely upon the opinion of Xxxxxx X. Xxxxxxx, Esquire, referred to above, as to all matters governed by South Carolina law. (i) On or prior to the date hereof, you shall have received a letter from Deloitte & Touche LLP, dated the date of the execution and delivery of this Agreement, and specifying procedures completed not more than three business days prior to the date of the execution and delivery of this Agreement, addressed to you and in form and substance satisfactory to you, (1) confirming that they are independent accountants with respect to the Company as required by the Act and (2) with respect to the accounting, financing, or statistical information (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company) contained in the Registration Statement or incorporated by reference therein, and containing statements and information of the type ordinarily included in accountants’ SAS 72, as amended by SAS 86, “Comfort Letters” to underwriters, with respect to the financial statements and certain financial information contained in or incorporated by reference into the Disclosure Package and the Prospectus, including any pro forma financial information. At the Closing Date, you shall have received a letter from Deloitte & Touche LLP, dated the date of its delivery, which shall reaffirm and, if necessary, update, on the basis of a review in accordance with the procedures set forth in the letter from Deloitte & Touche LLP, during the period from the date of the letter referred to in the prior sentence to a date (specified in the letter) not more than three business days prior to the Closing Date. (j) On the Closing Date, you shall have received from the Company a certificate, signed by its Chairman, President or a Vice President and by its Treasurer, principal financial officer or principal accounting officer, dated the Closing Date, to the effect that, to the best of their knowledge based on a reasonable investigation: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects, as if made on and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied on or prior to the Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for that purpose shall have been instituted or threatened by the Commission; (iii) the Registration Statement and the Prospectus, and any amendments or supplements thereto, contain all statements and information required to be included therein; the Registration Statement or any amendments thereto, at the time the Registration Statement or such amendments became effective and at the Execution Time, did not contain an untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; the Prospectus, as of its date and at the Closing Date did not and does not contain an untrue statement of a material fact and did not and does not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Disclosure Package, as of the Applicable Time, did not contain any untrue statement of a material fact and did not omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided, however, that in each case, no representation is made, as applicable, as to any statements in or omissions from the Statement of Eligibility on Form T-1 filed as an exhibit to the Registration Statement, the Book-Entry Information, or information contained in or omitted from the Registration Statement or Prospectus or any amendment or supplement thereto in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof); and, since the date hereof there has occurred no event required to be set forth in an amended or supplemented prospectus which has not been so set forth and there has been no document required to be filed under the Exchange Act and which upon such filing would be deemed to be incorporated by reference in the Disclosure Package and the Prospectus, which has not been so filed; and (iv) since the date of the most recent financial statements included in the Disclosure Package and the Prospectus (exclusive of any supplement thereto dated after the Execution Time), there has been no material adverse change, or any development which the Company has reasonable cause to believe will involve a prospective material adverse change, in the condition (financial or other), earnings, business or properties of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated hereby. (g) The Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Annex II. (h) The Common Stock Disclosure Package and the Warrants are registered under the Exchange Act and, as of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligible. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the CompanyProspectus. (k) The Company shall have furnished the Underwriters to you such further certificates and Underwriters’ Counsel with such other certificates, opinions or documents as they may you shall have reasonably requested. (l) The Company There shall not have entered into occurred after the date hereof any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a warrant agreement (possible change that indicates a negative change or does not indicate the “Warrant Agreement”) with Nevada Agency and Trust Companydirection of the possible change, as warrant agent for in the Warrants. If rating accorded any of the conditions specified in this Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined under Section 7 shall not have been fulfilled when and as required by this Agreement, or if any 3(a)62 of the Exchange Act. All such opinions, certificates, opinions, written statements or letters furnished to and other documents will be in compliance with the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably provisions hereof only if they are satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closingyou. Notice The Company will furnish you with such conformed copies of such cancellation opinions, certificates, letters and other documents as you shall reasonably request, and the opinions referred to in paragraphs (f) and (g) shall be given deemed satisfactory provided they are substantially in the forms attached as exhibits to this Agreement. The documents required to be delivered by this Section 5 shall be delivered to the Company in writing office of XxXxxx Law Firm, P.A., counsel for the Company, 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxx Xxxxxxxx 00000, on or orally. Any such oral notice shall be confirmed promptly thereafter in writingprior to the Closing Date.

Conditions of Underwriters’ Obligations. The obligations of the Underwriters of any Designated Securities under the Pricing Agreement relating to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as the case may be, as provided herein such Designated Securities shall be subject to: (i) subject, in the accuracy of Representatives’ discretion, to the condition that all representations and warranties and other statements of the Company herein contained, as of Operating Partnership and the date hereof Parent Guarantor included or incorporated by reference in the Pricing Agreement relating to such Designated Securities are true and correct at and as of the Closing Date, (ii) Time of Delivery for such Designated Securities and the absence from any certificates, opinions, written statements or letters furnished condition that prior to such Time of Delivery the Representative or Operating Partnership and the Parent Guarantor shall have performed all of their obligations hereunder theretofore to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its obligations hereunderbe performed, and (iv) each of the following additional conditions. For purposes of this Section 7, : (i) The Preliminary Prospectus and the terms “Closing Date” and “Closing” shall refer Prospectus in relation to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing. (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the applicable Designated Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time periodperiod prescribed for such filing by the rules and regulations under the Securities Act and in accordance with Section 5(a) hereof; and, at or prior (ii) each Issuer Free Writing Prospectus relating to the Closing Date and Designated Securities (including, without limitation, an Issuer Free Writing Prospectus setting forth the actual time final terms of the Closing, Designated Securities) shall have been filed with the Commission pursuant to Rule 433 under the Securities Act within the applicable time period prescribed for such filing by Rule 433 and in accordance with Section 5(a) hereof; (iii) no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus thereof shall have been issued; issued and no proceedings proceeding for that purpose or pursuant to Section 8A of the issuance of such an order Securities Act shall have been initiated or threatenedthreatened by the Commission; and (iv) all requests for additional information on the part of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness reasonable satisfaction of the underwriting terms and arrangements.Representatives; (b) The Representative Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Underwriters, shall not have reasonably determinedfurnished to the Representatives such opinion or opinions, dated the Time of Delivery, with respect to the good standing status of the Operating Partnership and advised the CompanyParent Guarantor, that the Indenture, the Securities, the Guarantee, the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement theretothe Time of Sale Information and such other related matters as the Representatives may reasonably request, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits and such counsel shall have received such documents and information as they may reasonably request to state a fact which, in the Representative’s reasonable opinion, is material and is required enable them to be stated therein or necessary to make the statements therein not misleading.pass upon such matters; (c) The Representative Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, counsel to the Operating Partnership and the Parent Guarantor, shall have received furnished to the favorable Representatives their written opinions, in each case opinion or opinions dated the Time of Delivery in form and substance reasonably satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii)Representatives, including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed substantially to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as effect of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters.Xxxxx XX hereto; (d) The Representative Xxxxx Xxxxxx, Senior Vice President, General Counsel and Secretary to the Operating Partnership and the Parent Guarantor, shall have received certificates furnished to the Representatives his written opinion or opinions dated the Time of each of Delivery in form and substance reasonably satisfactory to the Chief Executive Officer and Chief Financial Officer of the CompanyRepresentatives, dated as of the Closing Date, substantially to the effect that: of Xxxxx XXX hereto; (e) On the date of the applicable Pricing Agreement for such Designated Securities and at the Time of Delivery for such Designated Securities, PricewaterhouseCoopers LLP, the independent registered public accounting firm of the Operating Partnership and the Parent Guarantor, which has audited the financial statements of the Operating Partnership and its consolidated subsidiaries and of the Parent Guarantor and its consolidated subsidiaries, included or incorporated by reference in the Registration Statement, shall have furnished to the Representatives letters, dated the respective dates of delivery, in form and substance satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus; (i) The Parent Guarantor and its subsidiaries (including, without limitation, the conditions set forth in subsection (a) of this Section 7 Operating Partnership), taken as a whole, have been satisfied, (ii) as not sustained since the date of the date hereof latest audited financial statements included or incorporated by reference in the Time of Sale Information and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained Prospectus any material loss or interference with its businessesbusiness from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or any legal court or governmental proceedingaction, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commissiondecree, (vi) there are no pro forma or except as adjusted financial statements that are required to be included set forth in the Registration Statement Time of Sale Information and the Prospectus pursuant to the Rules and Regulations which are not so included, and (viiii) subsequent to since the respective dates as of which information is given in the Registration Statement Statement, the Preliminary Prospectus and the ProspectusProspectus (without giving effect to any amendment thereof or supplement thereto subsequent to the date of the Pricing Agreement relating to the Designated Securities), except as set forth in Schedule IV to the applicable Pricing Agreement, there has not been any Material Adverse Change change in the beneficial interests of the Parent Guarantor (other than (x) issuances of beneficial interests (A) pursuant to equity-based awards granted in the ordinary course of business to trustees or employees of the Parent Guarantor or the Operating Partnership, (B) upon exercise of options and upon conversion or redemption of convertible or redeemable securities, in each case which were outstanding as of the date of the latest audited financial statements included or incorporated by reference in the Time of Sale Information and the Prospectus, and (C) upon the exchange of Operating Partnership interests for beneficial interests in the Parent Guarantor and (y) repurchases of the Parent Guarantor’s beneficial interests under the Parent Guarantor’s share repurchase program) or in the partnership interests in the Operating Partnership or the capital stock, partnership, membership or beneficial interests of any of its subsidiaries, or any change in the long-term debt of the Parent Guarantor and its subsidiaries (including, without limitation, the Operating Partnership), taken as a whole, or any material adverse change, or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. (e) On the date of this Agreement and on the Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term debt of the Company or any change or development involving a material adverse change, whether in or not arising from transactions in the ordinary course of business, in affecting the business, condition (financial or otherwise)properties, management, results of operations, shareholders’ equity, properties financial condition or prospects of the CompanyParent Guarantor and its consolidated subsidiaries (including, without limitation, the Operating Partnership), taken as a whole, including but not limited except as set forth in the Time of Sale Information and the Prospectus (without giving effect to any amendment thereof or supplement thereto subsequent to the occurrence date of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamitythe Pricing Agreement relating to the Designated Securities), the effect of which, in any such case described abovein clause (i) or (ii), is, is in the reasonable judgment of the Representative, Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the sale public offering or the delivery of the Designated Securities or Offering as and the Guarantee on the terms and in the manner contemplated hereby.in the Time of Sale Information and the Prospectus; (g) The Representative On or after the date of the Pricing Agreement relating to the Designated Securities, (i) no downgrading shall have received a lock-up agreement from each Lock-Up Partyoccurred in the rating accorded the Operating Partnership’s debt securities or the Parent Guarantor’s debt securities or, duly executed if applicable, preferred shares of beneficial interest by any “nationally recognized statistical rating organization”, as the term is defined by the applicable Lock-Up PartyCommission in Section 3(a)(62) of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, in each case substantially in with possible negative implications, its rating of any of the form attached as Annex II.Operating Partnership’s debt securities or the Parent Guarantor’s debt securities or preferred shares; (h) The Common Stock and On or after the Warrants are registered under the Exchange Act and, as date of the Closing DatePricing Agreement relating to the Designated Securities, there shall not have occurred any of the Common Stock and the Warrants shall be listed and admitted and authorized for following: (i) trading on the NASDAQ Capital Market and satisfactory evidence of such action generally shall have been provided to suspended or materially limited on the Representative. The Company New York Stock Exchange or the over-the-counter market; (ii) trading of any securities issued or guaranteed by the Operating Partnership or the Parent Guarantor shall have taken no action designed been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services; or (iv) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or declaration of national emergency or war by the United States or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to terminateproceed with the offering, sale or likely to have the effect delivery of terminatingthe Designated Securities on the terms and in the manner contemplated by this Agreement, the registration Preliminary Prospectus, the Time of Sale Information and the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligible.Prospectus; and (i) FINRA The Operating Partnership and the Parent Guarantor shall have confirmed that it has not raised any objection furnished or caused to be furnished to the Representatives at the Time of Delivery for the Designated Securities a certificate or certificates of officers of the Operating Partnership and the Parent Guarantor in such form and executed by such officers of the Operating Partnership and the Parent Guarantor as shall be satisfactory to the Representatives, as to the accuracy of the representations and warranties of the Operating Partnership and the Parent Guarantor herein at and as of such Time of Delivery, as to the performance by the Operating Partnership and the Parent Guarantor of all of their obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in Sections 8(a), 8(e) and 8(f) hereof and as to such other matters (including, without limitation, with respect to compliance with debt agreements and instruments) as the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewithRepresentatives may reasonably request. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent for the Warrants. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.

Conditions of Underwriters’ Obligations. The respective obligations of the Underwriters to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as the case may be, as provided herein on the First Closing Date and, with respect to the Option Shares, the Option Closing Date, shall be subject to: (i) to the accuracy of the representations and warranties on the part of the Company herein contained, set forth in Section 1 hereof as of the date hereof and as of the First Closing DateDate as though then made and, (ii) the absence from any certificates, opinions, written statements or letters furnished with respect to the Representative or Option Shares, as of the Option Closing Date as though then made, to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the timely performance by the Company of its their respective covenants and obligations hereunder, and (iv) to each of the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.: (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City time, on prior to the date execution of this Agreement, or at such later time and date as shall have been be consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time periodUnderwriters; and, at or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus thereof shall have been issued; issued and no proceedings for the issuance of such an order that purpose shall have been initiated or, to the Knowledge of the Company or threatenedany Underwriter, threatened by the Commission; all requests any request of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the any Preliminary Prospectus, any Issuer Free Writing Pricing Prospectus, the Prospectus or otherwise) shall have been complied with to the Representative’s satisfactionsatisfaction of Underwriters’ Counsel; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements; and no amendment to the Registration Statement, any Preliminary Prospectus, any Pricing Prospectus, or the Prospectus to which the Underwriters or Underwriters’ Counsel shall have reasonably objected, after having received reasonable notice of a proposal to file the same, shall have been filed; and NASDAQ shall not have required a vote of stockholders of the Company in connection with the consummation of the transactions contemplated by this Agreement. (b) The Representative All corporate proceedings and other legal matters in connection with this Agreement, the form of Registration Statement, any Preliminary Prospectus, any Pricing Prospectus, and the Prospectus and the registration, authorization, issue, sale and delivery of the Shares, shall have been reasonably satisfactory to Underwriters’ Counsel, and such counsel shall have been furnished with such papers and information as they may reasonably have requested to enable them to pass upon the matters referred to in this Section 7. (c) Subsequent to the execution and delivery of this Agreement and prior to the First Closing Date, and on the Option Closing Date, as the case may be, there shall not have reasonably determinedoccurred any change, and advised or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company, taken as a whole, from that set forth in the Pricing Disclosure Package that, in the sole judgment of Xxxxxxxx Curhan Ford & Co., is material and adverse and that makes it, in the sole judgment of Xxxxxxxx Curhan Ford & Co., impracticable or inadvisable to market the Shares on the terms and in the manner contemplated in the Pricing Disclosure Package. (d) At the First Closing Date and on the Option Closing Date, as the case may be, the Underwriters shall have received from Xxxxxxx Procter LLP, counsel for the Company (“Company Counsel”), a signed opinion dated as of such Closing Date, reasonably satisfactory to Underwriters’ Counsel, in the form and substance of Exhibit B annexed hereto, including a signed negative assurance statement dated as of such Closing Date, reasonably satisfactory to Underwriters’ Counsel, in the form and substance reflected in Exhibit B. (e) At the First Closing Date, and on the Option Closing Date, as the case may be, the Underwriters shall have received from Underwriters’ Counsel a signed opinion dated as of such Closing Date in a form and substance reasonably satisfactory to the Underwriters. (f) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Odenberg Ullakko Muranishi & Co. LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to the financial statements and certain financial information contained in the Registration Statement, any Preliminary Prospectus, any Pricing Prospectus, and the Prospectus; provided, however, that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than two business days before the Closing Date. (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to the financial statements and certain financial information contained in the Registration Statement, any Preliminary Prospectus, any Pricing Prospectus, and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than two business days before the Closing Date. (h) The Underwriters shall have received on the First Closing Date and on the Option Closing Date, as the case may be, a certificate of the Company, dated the First Closing Date or the Option Closing Date, as the case may be, signed by the Chief Executive Officer and Chief Financial Officer of the Company to the effect that, and Xxxxxxxx Curhan Ford & Co. shall be satisfied that: (i) The representations and warranties of the Company in this Agreement are true and correct, as if made on and as of the First Closing Date or the Option Closing Date, as the case may be, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the First Closing Date or the Option Closing Date, as the case may be; (ii) When the Registration Statement became effective and at all times subsequent thereto up to the delivery of such certificate, the Registration Statement, the General Disclosure Package or Pricing Prospectus and the Prospectus, and any amendments or any amendment thereof or supplement supplements thereto, or contained all material information required to be included therein by the Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in all material respects conformed to the requirements of the Act and the applicable Rules and Regulations thereunder, the Registration Statement, any Issuer Free Writing Preliminary Prospectus, contains an any Pricing Prospectus, and the Prospectus, and any amendments or supplements thereto, did not and does not include any untrue statement of a material fact which, in the Representative’s reasonable opinion, is material, or omits omit to state a material fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. (c) The Representative shall have received ; and, since the favorable written opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as effective date of the Closing Date and addressed Registration Statement, there has occurred no event required to the Underwritersbe set forth in an amended or supplemented Prospectus or Issuer Free Writing Prospectus which has not been so set forth; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent Subsequent to the respective dates as of which information is given in the Registration Statement Statement, any Preliminary Prospectus, any Pricing Prospectus, and the Prospectus, there has not been or occurred, as the case may be: (A) any Material Adverse Change or Effect; (B) any development involving transaction that is material to the Company and its Subsidiaries considered as a prospective Material Adverse Changewhole, whether or not arising from except transactions entered into in the ordinary course of business. ; (eC) On the date of this Agreement and on the Closing Dateany obligation, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such datedirect or contingent, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect is material to the Company within and its Subsidiaries considered as a whole, incurred by the meaning of the Securities Act and all applicable rules and regulationsCompany or its subsidiaries, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given except obligations incurred in the Prospectus, as ordinary course of a date not more than five business; (5D) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term debt outstanding indebtedness of the Company or any change of its Subsidiaries that is material to the Company and its Subsidiaries considered as a whole; (E) any dividend or development involving a changedistribution of any kind declared, paid or made on the capital stock of the Company or any of its Subsidiaries; or (F) any loss or damage (whether or not arising from transactions in insured) to the ordinary course of business, in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects property of the Company, taken as a whole, including but not limited to the occurrence Company or any of any fire, flood, storm, explosion, accident, act of war its Subsidiaries which has been sustained or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated hereby. (g) The Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Annex II. (h) The Common Stock and the Warrants are registered under the Exchange Act and, as of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall will have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligiblesustained which has a Material Adverse Effect. (i) FINRA The Company shall have confirmed that it has not raised any objection with respect obtained and delivered to the fairness Underwriters an agreement, substantially in the form of Exhibit A attached hereto, from each executive officer and reasonableness director of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action The Shares shall have been taken and no statutebe listed on The NASDAQ Capital Market, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as subject only to official notice of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Companyissuance. (k) The Company shall have furnished complied with the provisions of this Agreement with respect to the furnishing of Prospectuses. (l) On or before each of the First Closing Date and the Option Closing Date, as the case may be, the Underwriters and Underwriters’ Counsel with shall have received such other certificatesinformation, documents and opinions or documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent require for the Warrants. If purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained. If any condition specified in this Section 7 shall is not have been fulfilled satisfied when and as required to be satisfied, this Agreement may be terminated by this Agreement, or if any of the certificates, opinions, Underwriters by written statements or letters furnished notice to the Representative Company at any time on or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory in form and substance prior to the Representative and First Closing Date and, with respect to Underwriters’ Counselthe Option Shares, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior toto the Option Closing Date, the consummation of the Closing. Notice of such cancellation which termination shall be given without liability on the part of any party to any other party, except for the Company expenses described in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writingSection 11 of this Agreement.

Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for Shares as provided herein shall be subject to the Firm accuracy, as of the date hereof and the Closing Date and any later date on which Option Shares and Firm Warrants or any are to be purchased (the "Option SecuritiesClosing Date"), as the case may be, as provided herein shall be subject to: (i) the accuracy of the representations and warranties of the Company herein containedherein, as of the date hereof and as of the Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its obligations hereunder, and (iv) each of to the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.: (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City time, p.m. on the date hereof, or with the consent of this Agreementthe Underwriters, at a later time and date, not later, however, than 5:30 p.m. on the first business day following the date hereof, or at such later time and date as shall have been consented to may be approved by a majority in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form interest of the Prospectus containing information relating to the description of the Securities Underwriters; and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no issued under the Securities Act or proceedings for the issuance of such an order shall have been therefor initiated or threatened; all requests threatened by the Commission and any request on the part of the Commission for additional information (to be included in the Registration Statement, Statement or the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; reasonable satisfaction of counsel to the Underwriters. If the Company has elected to rely upon Rule 430A of the Rules and FINRA Regulations, the price of the Shares and any price-related information previously omitted from the effective Registration Statement pursuant to such Rule 430A shall have raised no objection been transmitted to the fairness Commission for filing pursuant to Rule 424(b) of the Rules and reasonableness Regulations within the prescribed time period, and prior to the Closing Date the Company shall have provided evidence satisfactory to the Underwriters of such timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A of the Rules and Regulations. Qualification under the securities laws of such states as you may deem necessary to the success of the underwriting of the issue and sale of the Shares upon the terms and arrangementsconditions set forth in this Agreement or contemplated by this Agreement and containing no provisions unacceptable to you will have been secured, and no stop order (or the equivalent thereof) will be in effect denying or suspending effectiveness of such qualification, nor will any stop order proceedings (or the equivalent thereof) with respect thereto be instituted or pending or threatened under such laws. (b) The Representative At the Closing Date and the Option Closing Date, if any, counsel for the Underwriters shall not have reasonably determinedbeen furnished with such documents and opinions as they may require for the purpose of enabling them to pass upon the issuance and sale of the Shares as contemplated herein and related proceedings or in order to evidence the accuracy of any of the representations and warranties, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectusfulfillment of any of the conditions, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement herein contained; and all proceedings taken by the Company in connection with the issuance and sale of fact which, the Shares as herein contemplated shall be satisfactory in form and substance to the Representative’s reasonable opinion, is material, or omits to state a fact which, in Underwriters and counsel for the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleadingUnderwriters. (c) The Representative There shall not have received the favorable written opinionsbeen, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of since the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. (e) On the date of this Agreement and on the Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term debt of the Company or any change or development involving a change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of earnings, operations, shareholders’ equity, properties business affairs or business prospects of the CompanyCompany and its Subsidiaries considered as one enterprise, taken as a whole, including but whether or not limited to arising in the occurrence ordinary course of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of business which, in any such case described aboveyour sole judgment, is, in the reasonable judgment of the Representative, so is material and adverse as to make it and that makes it, in your sole judgment, impracticable or inadvisable to proceed with the sale public offering of Securities or Offering the Shares as contemplated hereby. (g) The Representative by the Prospectus, and the Underwriters shall have received a lock-up agreement from each Lock-Up Partycertificate of the President or Vice President of the Company and of the chief financial or chief accounting officer of the Company, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Annex II. (h) The Common Stock and the Warrants are registered under the Exchange Act and, dated as of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligible. (i) FINRA shall have confirmed that it there has not raised any objection with respect to been no such material adverse change, (ii) the fairness representations and reasonableness of the underwriting terms warranties in Section 2 hereof are true and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing correct with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement same force and pay all filing fees required in connection therewith. (j) No action shall have been taken effect as though expressly made at and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent (iii) the issuance Company has complied with all agreements and satisfied all conditions on its part to be performed or sale of the Securities; and no injunction satisfied at or order of any federal, state or foreign court shall have been issued that would, as of prior to the Closing Date, prevent and (iv) no stop order suspending the issuance or sale effectiveness of the Securities or materially Registration Statement has been issued and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent no proceedings for the Warrants. If any of the conditions specified in this Section 7 shall not that purpose have been fulfilled when and as required by this Agreement, initiated or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled threatened by the Representative at, Commission or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writingBlue Sky jurisdiction.

Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as the case may be, as provided herein shall be subject to: (i) the accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its obligations hereunder, and (iv) each of the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing. (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City P.M. Eastern time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (b) The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative shall have received the favorable written legal opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii)Ogier, including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, British Virgin Islands counsel to the securities legal counsel for the Company, Company dated as of the Closing Date and addressed to the Underwriters; , (ii) Fish & Xxxxxxxxxx Sidley Austin LLP, patent U.S. legal counsel to for the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLCGFE Law Firm, trademark PRC legal counsel for to the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. (e) On the date of this Agreement and on the Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx Xxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date or the Option Closing Date or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term debt of the Company or any change or development involving a change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated hereby. (g) The Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Annex II. (h) The Common Stock and the Warrants Shares are registered under the Exchange Act and, as of the Closing Date, the Common Stock and the Warrants Shares shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants Shares under the Exchange Act or delisting or suspending the Common Stock or the Warrants Shares from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities Firm Shares and the Additional Shares shall be DTC eligible. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (l) The Company and the Representative shall have entered into a warrant an escrow agreement (the “Warrant Escrow Agreement”) with Nevada Agency and Trust Company, as warrant an entity reasonably satisfactory to both parties pursuant to which $500,000 in proceeds from the Offering shall be deposited in an escrow account for a period of twenty four (24) months following the Closing Date for purposes of satisfying the initial $500,000 in indemnification obligations set forth in this Agreement. The Company shall pay $10,000 to the escrow agent for or any other reasonable fees agreed upon by the Warrantsparties to the Escrow Agreement. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.

Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Firm Shares and Firm Warrants or any Option SecuritiesAdditional Shares, as the case may beif applicable, as provided herein shall be subject to: (i) the accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date or the Option Closing Date, if applicable, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its obligations hereunder, and (iv) each of the following additional conditions. For purposes of this Section 7, the terms term “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or the Option Securities, as Closing Date for the case may be, and Additional Share; the term “Closing” share refer to each of the foregoing and following conditions must be satisfied as of each Closing. (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City P.M. Eastern time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (b) The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative shall have received the favorable written legal opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case Counsel of (i) Xxxxxxx Xxxx & Xxxxxxx, Cayman Islands counsel to the Company dated as of the Closing Date or the Option Closing Date and addressed to the Underwriters, (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx Xxxxxxx & Xxxxx LLPLi LLC, the securities U.S. legal counsel for the Company, dated as of the Closing Date or the Option Closing Date and addressed to the Underwriters; and (iiiii) Fish & Xxxxxxxxxx LLPGFE Law Office, patent PRC legal counsel to the Company, dated as of the Closing Date and addressed to or the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Option Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date or the Option Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date or the Option Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date or the Option Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. (e) The Representative shall have received certificates of the Secretary of the Company, dated as of the Closing Date or the Option Closing Date, to the effect that: (i) each of the Company’s Memorandum and Articles of Association are true and complete, have not been modified and are in full force and effect; (ii) the resolutions of the Company’s Board of Directors relating to the public offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate. (f) On the date of this Agreement and on the applicable Closing Date or the Option Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx Xxxxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (fg) Subsequent Except as contemplated in the General Disclosure Package and in the Prospectus, subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term debt of the Company or any change or development involving a change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated hereby. (gh) The Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Annex II. (hi) The Common Stock and the Warrants Shares are registered under the Exchange Act and, as of the Closing Date or the Option Closing Date, the Common Stock and the Warrants Shares shall be listed and listed, admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants Shares under the Exchange Act or delisting or suspending the Common Stock or the Warrants Shares from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities Firm Shares, the Additional Shares and the Shares underlying the Representative’s Warrant shall be DTC eligible. (ij) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (jk) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Option Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Option Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (kl) At the Closing Date or Option Closing Date, the Company shall issue the Representative’s Warrant to the Representative. (m) The Company and the Representative shall have entered into an escrow agreement with an entity reasonably satisfactory to both parties pursuant to which $500,000 in proceeds from the Offering shall be deposited in an escrow account for a period of twenty-four (24) months following the Closing Date for purposes of satisfying the initial $500,000 in indemnification obligations set forth in this Agreement. All remaining funds in the escrow account that are not subject to an indemnification claim as of the 24-month period following the Closing Date will be returned to the Company in accordance with the terms of the escrow agreement. The Company shall pay the reasonable fees of the escrow agent. (n) At the Closing Date or the Option Closing Date, the Underwriters shall have received on and as of such Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Underwriters may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions or, for any such jurisdiction in which evidence of good standing may not be obtained from appropriate governmental authorities, in the form of an opinion of counsel licensed in the applicable jurisdiction. (o) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent for the Warrants. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.

Conditions of Underwriters’ Obligations. The several obligations of the Underwriters to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as the case may beAdditional Shares, as provided herein herein, shall be subject to: (i) to the accuracy of the representations and warranties of the Company and the Selling Stockholders herein contained, as of the date hereof and as of the Closing Date, Date (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its obligations hereunder, and (iv) each of the following additional conditions. For for purposes of this Section 78, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securitiesfor the Selling Stockholders any Additional Closing Date, as if different, for the case may beAdditional Shares), to the performance by the Company of all of its obligations hereunder, and to each of the foregoing and following conditions must be satisfied as of each Closing.additional conditions: (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(bSection 4(a) within the applicable time periodhereof; and, at or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or any part thereofpost-effective amendment thereto, or any amendment thereof, nor and no stop order suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Preliminary Prospectus, any Issuer Free Writing Prospectus or otherwise) the Prospectus, shall have been issued by the Commission and no proceedings therefor shall have been initiated or, threatened by the Commission; all requests for additional information on the part of the Commission shall have been complied with to the Representative’s Lead Managers’ reasonable satisfaction; and FINRA if the Company has elected to rely on Rule 462(b) under the Securities Act, the Rule 462(b) Registration Statement shall have raised no objection become effective by 10:00 p.m. (Washington, D.C. time) on the date of this Agreement or at such later time and date as shall have been consented to by the fairness Lead Managers in writing; and reasonableness of the underwriting terms and arrangementsall necessary regulatory or stock exchange approvals shall have been received. (b) The Representative shall not have reasonably determinedAt the Closing Date the Lead Managers, and advised on behalf of the CompanyUnderwriters, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative shall have received the favorable written opinionsopinion of Bxxxx Bxxxx L.L.P., in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; , in the form of Annex I hereto. (iic) Fish At the Closing Date the Lead Managers, on behalf of the Underwriters, shall have received the written opinion of Paul, Hastings, Jxxxxxxx & Xxxxxxxxxx Wxxxxx LLP, patent legal counsel to for the Company, dated as of the Closing Date and addressed to the Underwriters; and , in the form of Annex II hereto. (iiid) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLCAt the Closing Date the Lead Managers, trademark legal on behalf of the Underwriters, shall have received the written opinion of Pxxxxx Bxxxx LLP., counsel for the CompanyRoyal Street, dated as of the Closing Date and addressed to the Underwriters, in the form of Annex III hereto. (de) The Representative At the Closing Date, the Lead Managers, on behalf of the Underwriters, shall have received certificates the written opinion of Vxxxxx & Exxxxx LLP, counsel for each of the Selling Stockholders other than M/C Venture Partners, et al, Madison Dearborn Capital Partners IV, L.P. and TA Associates, et al, each dated the Closing Date, addressed to the Underwriters, in the form of Annex IV. (f) At the Closing Date, the Lead Managers, on behalf of the Underwriters, shall have received the written opinion of Mayer, Brown, Rxxx & Maw LLP, counsel for M/C Venture Partners, each dated the Closing Date, addressed to the Underwriters, in the form of Annex V. (g) At the Closing Date, the Lead Managers, on behalf of the Underwriters, shall have received the written opinion of Gxxxxxx Procter LLP, counsel for Madison Dearborn Capital Partners IV, L.P. and TA Associates, et al, each dated the Closing Date, addressed to the Underwriters, in the form of Annex VI. (h) At the Closing Date, the Lead Managers, on behalf of the Underwriters, shall have received the written opinion of Underwriters’ Counsel, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Lead Managers, with respect to the issuance and sale of the Shares, the Registration Statement, the Pricing Disclosure Package, the Prospectus and such other matters as the Lead Managers may require, and the Company shall have furnished to Underwriters’ Counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. (i) At the Closing Date the Lead Managers, on behalf of the Underwriters, shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to in the effect that: form of Annex VII hereto. (ij) At the conditions set forth in subsection (a) of time this Section 7 Agreement is executed and at the Closing Date, the Lead Managers shall have been satisfiedreceived a comfort letter, (ii) from Deloitte & Touche LLP, independent public accountant for the Company, dated, respectively, as of the date hereof of this Agreement and as of the Closing Date, addressed to the representations Underwriters and warranties in the form of Annex VIII. (i) Neither the Company, the Subsidiaries, nor to the Company’s knowledge after due inquiry, Royal Street shall have sustained, since the date of the Company set forth latest audited financial statements included in Section 2 hereof are accuratethe Pricing Prospectus, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businessesbusiness or properties from fire, whether explosion, flood, hurricane, accident or not covered by insuranceother calamity, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or other than as adjusted financial statements that are required to be included set forth in the Registration Statement and the Pricing Prospectus pursuant to the Rules and Regulations which are not so included, (exclusive of any supplement thereto); and (viiii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. (e) On the date of this Agreement and on the Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereofthereto subsequent to the date hereof) and or the Pricing Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term debt or material increase in the short-term debt of the Company or any Subsidiary or any change or any development involving a change, whether or not arising from transactions in the ordinary course of business, change in the business, condition (financial or otherwise)condition, results of operations, shareholders’ equity, properties or prospects of the Company, Royal Street and the Subsidiaries, individually or taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable judgment of the RepresentativeLead Managers, so material and adverse as to make it impracticable or inadvisable to proceed with the sale Offering on the terms and in the manner contemplated in the Pricing Prospectus (exclusive of Securities or Offering as contemplated herebyany such supplement). (gl) On or after the Applicable Time, (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities or the Company’s financial strength or claims paying ability by any “nationally recognized statistical rating organization”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities or the Company’s financial strength or claims paying ability. (m) The Representative Lead Managers shall have received a duly executed lock-up agreement from each Lock-Up Partyperson who is a director or officer of the Company, duly executed by the applicable Lock-Up Partyeach Selling Stockholder and each other shareholder and other person or entity listed on Schedule IV hereto, in each case substantially in the form attached hereto as Annex IIIX. (hn) The Common Stock and the Warrants are registered under the Exchange Act and, as of At the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action Shares shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect approved for listing upon notice of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading issuance on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligibleNYSE. (io) FINRA Prior to or by the Closing Date, the NASD shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, arrangements for the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewithOffering. (jp) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of At the Closing Date, prevent the issuance or sale you shall have received a certificate of an authorized representative of the Securities; and no injunction or order of any federalSelling Stockholders, state or foreign court shall have been issued that would, as of dated the Closing Date, prevent to the issuance or sale effect that the representations and warranties of the Securities or materially Selling Stockholders set forth in Section 2 hereof are accurate and adversely affect or potentially materially and adversely affect the business or operations that each of the CompanySelling Stockholders has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (kq) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or other documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent for the Warrants. If any of the conditions specified in this Section 7 8 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative you or to Underwriters’ Counsel pursuant to this Section 7 8 shall not be reasonably satisfactory in form and substance to the Representative Lead Managers and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative Lead Managers at, or at any time prior to, the consummation Closing Date and the obligations of the ClosingUnderwriters to purchase the Additional Shares may be cancelled by the Lead Managers at, or at any time prior to, the Additional Closing Date. Notice of such cancellation shall be given to the Company in writing or orallyby telephone. Any such oral telephone notice shall be confirmed promptly thereafter in writing.

Conditions of Underwriters’ Obligations. The several obligations of the Underwriters to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as the case may be, as provided herein shall be issue of Underwriters’ Securities under any Terms Agreement are subject to: (i) the accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its obligations hereunder, and (iv) each of the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.: (a) That, at the time of purchase, you shall receive the signed opinions of Axxxxxxxx Xxxxxxxx LLP, counsel for the Company, and of the General Counsel of the Company, or of an Associate General Counsel, in form satisfactory to your counsel, addressed to the Underwriters and dated the time of purchase (with conformed or reproduced copies thereof for each of the other Underwriters), as indicated below. (i) The Registration Statement shall have become effective opinion of Axxxxxxxx Xxxxxxxx LLP is to state in substance that: (A) the Company has been duly incorporated and is validly existing and in good standing under the laws of Delaware, and has all power and authority necessary regulatory to own its properties and listing approvals shall conduct the businesses in which it is engaged; (B) this Agreement and the Terms Agreement have been received not later than 5:30 P.M.duly authorized, New York City timeexecuted and delivered by the Company and are valid and binding agreements of the Company, on except as rights to indemnification provided herein may be unenforceable under applicable laws; (C) the date of this AgreementDelayed Delivery Contracts, or at such later time and date as shall if any, have been consented to in writing duly authorized, executed and delivered by the Representative. If Company and (assuming that they have been duly authorized, executed and delivered by the purchasers thereunder) are valid and binding agreements of the Company; (D) the Indenture has been duly authorized, executed and delivered by the Company shall have elected to rely and is a valid instrument legally binding upon Rule 430A under the Company in accordance with its terms; the Purchased Securities Act, the Prospectus shall have been filed with duly authorized; the Commission in a timely fashion Underwriters’ Securities have been duly authorized and executed (and assuming the facsimile seal of the Company has been affixed thereto or imprinted thereon and they have been duly authenticated by the Trustee, in accordance with the terms thereof and a form Indenture, which assumptions such counsel need not verify by an inspection of the Prospectus containing information relating Underwriters’ Securities) have been duly issued and constitute legal, valid and binding obligations of the Company; the Contract Securities have been duly authorized and executed (and assuming that the facsimile seal of the Company will have been affixed thereto or imprinted thereon and that they will have been duly authenticated by the Trustee, as aforesaid), when issued and delivered against payment as provided in the Delayed Delivery Contracts, will have been duly issued and will constitute legal, valid and binding obligations of the Company; and the Purchased Securities are, and the Contract Securities will be, entitled to the description benefits provided by the Indenture; provided, however, that (a) the enforceability of the Indenture, the Underwriters’ Securities and the method Contract Securities may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of distribution creditors’ rights generally and similar (b) rights of acceleration and the availability of equitable remedies thereunder may be limited by equitable principles of general applicability; (E) the Purchased Securities, the Delayed Delivery Contracts and the Indenture conform in all material respects as to legal matters shall have been with the statements concerning them in the Prospectus; (F) the documents incorporated by reference in the Registration Statement (the “Incorporated Documents”) (other than the financial statements, related schedules and other financial and statistical data included therein, as to which such counsel need express no opinion), when they were filed with the Commission pursuant Commission, complied as to Rule 424(bform in all material respects with the requirements of the Exchange Act; (G) within the applicable time periodRegistration Statement and the Prospectus (other than the financial statements, related schedules and other financial and statistical data included therein, and the Trustee’s Statement of Eligibility on Form T-1, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and the Indenture complies in all material respects with the Trust Indenture Act of 1939, as amended; (H) no approval by any governmental or regulatory authority is required in connection with the consummation of the transactions contemplated by this Agreement other than registration of the Purchased Securities under the Act and qualification of the Indenture under the Trust Indenture Act of 1939, as amended, and any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Purchased Securities are being offered; and (I) the Registration Statement is effective under the Act, at or prior and no proceedings for a stop order are pending or, to the Closing Date and best of such counsel’s knowledge, threatened under the actual time of Act. In addition, such counsel shall state that such counsel has participated in the Closing, no stop order suspending the effectiveness preparation of the Registration Statement and the Prospectus and although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus (except as to the matters referred to under subheadings (E) and (G) of this subsection (a)), on the basis of the foregoing (relying as to materiality to a large extent upon the opinions of officers and other representatives of the Company), no facts have come to the attention of such counsel which lead it to believe that any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Packagewhen such part became effective, the Prospectus, contained any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (b) The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of a material fact which, in the Representative’s reasonable opinion, is material, or omits omitted to state a any material fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative shall have received ; or that the favorable written opinionsProspectus, at the time the Terms Agreement was entered into contained, or at the time of purchase contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in each case in form satisfactory the light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the Representative financial statements, related schedules and Underwriters’ counsel (other financial and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be statistical data included in the Registration Statement or the Prospectus). (ii) The opinion of the General Counsel of the Company, or of an Associate General Counsel, is to state in substance that: (A) there are no contracts or other documents required to be included among the Incorporated Documents or filed as exhibits to the Incorporated Documents or the Registration Statement other than those incorporated by reference or filed as required; (B) to the best of such counsel’s knowledge, there is no litigation or any governmental proceeding pending or threatened against the Company or any of its subsidiaries which would affect the transactions contemplated by this Agreement or is required to be disclosed in the Registration Statement or the Prospectus which is not disclosed and correctly summarized therein; and (C) no part of the Registration Statement, when such part became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus pursuant Prospectus, at the time the Terms Agreement was entered into did not contain, and at the time of purchase does not contain, any untrue statement of a material fact and did not and does not omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the Rules financial statements, related schedules and Regulations which are not so includedother financial and statistical data included in the Registration Statement or the Prospectus). (b) That, at the time of purchase, the Underwriters shall receive the favorable opinion of their counsel, dated the time of purchase, as to the matters referred to in subheadings (B), (C), (D), (E) and (viiG) subsequent to of subsection (a)(i) of this Section 4. In addition, such counsel shall state that (i) such counsel has participated in conferences with officers and other representatives of the respective dates as Company, representatives of the independent public accounting firm for the Company, representatives of counsel for the Company and representatives of the Underwriters at which information is given in the contents of the Registration Statement and the Prospectus, there the documents to be specified on a schedule to such opinion (the “General Disclosure Documents”) and related matters were discussed, (ii) although such counsel has made certain inquiries and investigations in connection with the preparation of the Registration Statement, the Prospectus dated October 13, 2005 as supplemented by the Prospectus Supplement (including any preliminary Prospectus Supplement) and the General Disclosure Documents, the limitations inherent in the role of underwriters’ counsel are such that such counsel cannot and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in such documents, except as provided under subheading (E) of subsection (a)(i) of this Section 4 and (iii) subject to the foregoing, no facts have come to such counsel’s attention that lead such counsel to believe that (x) the Registration Statement, including the documents incorporated therein by reference, at the time the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (y) the Prospectus dated October 13, 2005 as supplemented by the Prospectus Supplement (including any preliminary Prospectus Supplement), as of its date or as of the date of such opinion, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (z) the General Disclosure Documents, taken together, as of the time of execution of the Terms Agreement, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no comment with respect to the financial statements or other financial data that is included in or omitted from the Registration Statement, the Prospectus dated October 13, 2005 as supplemented by the Prospectus Supplement (including any preliminary Prospectus Supplement) or the General Disclosure Documents). (c) That, at the time of the execution of the Terms Agreement and at the time of purchase, you shall receive a signed letter from PricewaterhouseCoopers LLP, independent public accountants, dated the time of the execution of the Terms Agreement or the time of purchase, as applicable, each substantially in the form heretofore furnished to you and in substance satisfactory to you, addressed to the Underwriters (with conformed or reproduced copies thereof for each of the other Underwriters) with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus. (d) That (i) prior to the time of purchase, no stop order with respect to the effectiveness of the Registration Statement shall have been issued under the Act or proceedings therefor pending or threatened; (ii) no part of the Registration Statement, when such part became effective, contained any Material Adverse Change untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (iii) the Prospectus, at the time the Terms Agreement was entered into did not contain, and at the time of purchase does not contain, any untrue statement of a material fact, and did not and does not omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, other than any statement contained in, or any matter omitted from, the Registration Statement or the Prospectus in reliance upon, and in conformity with, information furnished in writing by or on behalf of any Underwriter through you to the Company expressly for use with reference to such Underwriter in the Registration Statement or the Prospectus. (e) That, between the time of execution of the Terms Agreement and the time of purchase, in your opinion no material adverse change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. (e) On the date of this Agreement and on the Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any material adverse change in the capital stock or long-term debt condition of the Company or any change or development involving and its subsidiaries, taken as a change, whether or not arising from transactions in the ordinary course of business, in the business, condition whole (financial or otherwise), results shall have taken place (other than as referred to in or contemplated by the Registration Statement or the Prospectus). (f) That the Company shall perform such of operations, shareholders’ equity, properties its obligations under this Agreement which are to be performed by the terms hereof at or prospects before the time of the Company, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated herebypurchase. (g) The Representative That the Company shall, at the time of purchase, deliver to you (with reproduced or conformed copies thereof for each of the other Underwriters) a signed certificate of two of its executive officers stating that, between the time of execution of the Terms Agreement and the time of purchase, no material adverse change or any development involving a prospective material adverse change in the condition of the Company and its subsidiaries, taken as a whole (financial or otherwise), shall have received a lock-up agreement from each Lock-Up Party, duly executed taken place (other than as referred to in or contemplated by the applicable Lock-Up Party, Registration Statement and the Prospectus) and also covering the matters set forth in each case substantially in the form attached as Annex IIsubsections (d) and (f) of this Section 4. (h) The Common Stock and That the Warrants are registered under the Exchange Act and, as of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect accepted Delayed Delivery Contracts in any case where sales of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Contract Securities shall be DTC eligible. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested arranged by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall Underwriters have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued approved by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent for the Warrants. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.

Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Firm Shares and Firm Warrants or any Option Securitieshereunder, as to the case may beShares to be delivered at the Time of Delivery, as provided herein shall be subject to: (i) subject, in their discretion, to the accuracy of the condition that all representations and warranties and other statements of the Company herein containedare, as of the date hereof at and as of the Closing DateTime of Delivery, (ii) true and correct, the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by condition that the Company shall have performed all of its obligations hereunderhereunder theretofore to be performed, and (iv) each of the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.: (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) under the Securities Act within the applicable time periodperiod prescribed for such filing by the rules and regulations under the Securities Act and in accordance with Section 5(a) hereof; andall material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act shall have been filed with the Commission within the applicable time period prescribed for such filings by Rule 433. (b) Xxxxx Day, at or prior counsel for the Underwriters, shall have furnished to the Closing Date Representatives such written opinion or opinions, dated the Time of Delivery, in form and substance satisfactory to the actual time Representatives, with respect to the Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. (c) The General Counsel, any Deputy General Counsel to the Company and/or Squire Xxxxxx Xxxxx (US) LLP, counsel to the Company, shall have furnished to the Underwriters such written opinion or opinions and a “10b-5 negative assurance letter,” each dated the Time of Delivery, in form and substance satisfactory to the ClosingRepresentatives, no stop order suspending with respect to the effectiveness Registration Statement, the Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably request. (d) On the date hereof, on the effective date of any post-effective amendment to the Registration Statement or any part thereoffiled subsequent to the date of this Agreement and at the Time of Delivery, or any amendment thereofErnst & Young LLP shall have furnished to the Representatives, nor suspending or preventing at the use request of the General Disclosure PackageCompany, a letter, dated the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for date of delivery thereof and addressed to the issuance of such an order shall have been initiated or threatened; all requests Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the Commission for additional type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information (to be included contained or incorporated by reference in the Registration Statement, the General Disclosure Package, Package and the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (be) The Representative At any time prior to the Time of Delivery, there shall not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or occurred any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative shall have received the favorable written opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect thatfollowing: (i) since the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed Applicable Time or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to since the respective dates as of which information is given in the Registration Statement Disclosure Package, in the judgment of the Representatives, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and the Prospectusits subsidiaries, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Changeconsidered as one enterprise, whether or not arising from transactions in the ordinary course of business. (e) On the date of this Agreement and on the Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term debt of the Company or any change or development involving a change, whether or not arising from transactions in the ordinary course of business, or (ii) any material adverse change in the businessfinancial markets in the United States or any outbreak or escalation of hostilities, condition any declaration of war or other national or international calamity or crisis, any major act of terrorism against the United States, the effect of which shall be such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Shares or enforce contracts for the sale of the Shares, or (financial iii) trading in any securities of the Company shall have been suspended by the Commission or otherwise)a national securities exchange or in any over-the-counter market, results or trading generally on either the NASDAQ Stock Market or the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, by either of operationssaid exchanges or by order of the Commission or any other governmental authority, shareholders’ equityor (iv) a banking moratorium shall have been declared by either federal, properties New York or prospects Ohio authorities, or (iv) there is a material disruption in commercial banking or securities settlement or clearance services in the United States, or (v) the rating assigned by any nationally recognized securities rating agency to any securities of the Company as of the Applicable Time shall have been lowered since that date or if any such rating agency shall have publicly announced that it has placed under surveillance or review, other than with positive implications, its rating of securities of the Company, taken as or (vi) there shall exist any facts that would cause the Disclosure Package or any amendments thereto or supplements thereof, at the time it was required to be delivered to a wholepurchaser of Shares, including but contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not limited misleading. (f) The Company shall have complied with the provisions of Section 5(d) hereof with respect to the occurrence furnishing of any fire, flood, storm, explosion, accident, act prospectuses on the Business Day next succeeding the date of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated herebythis Agreement. (g) The Representative Certificate of Amendment for the Preferred Stock shall have received a lock-up agreement from each Lock-Up Partybeen duly filed with the Secretary of State of the State of Ohio and the Representatives shall have received, duly executed by prior to the applicable Lock-Up PartyTime of Delivery, in each case substantially in satisfactory evidence of the form attached as Annex IIfiling of the Certificate of Amendment for the Preferred Stock. (h) The Common Stock At the Time of Delivery, the Underwriters shall have received a certificate of the Chairman or Vice Chairman of the Board, the Chief Executive Officer, the President, the General Counsel, any Vice President or any Assistant Secretary, and by Treasurer or the Warrants are registered under the Exchange Act andprincipal financial or accounting officer, dated as of the Closing DateTime of Delivery, to the Common Stock effect that (i) since the last date for which summary financial information is set forth in the Disclosure Package, there has been no Material Adverse Effect, (ii) the representations and warranties of the Warrants shall Company in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Time of Delivery, (iii) the Company has performed or complied with all agreements and satisfied all conditions on its part to be listed performed or satisfied at or prior to the Time of Delivery, and admitted and authorized for trading on (iv) the NASDAQ Capital Market and satisfactory evidence of such action shall conditions specified in Section 5(a) hereof have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligiblesatisfied. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith[Reserved]. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent for the Warrants. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not such further certificates and documents as such Representatives may reasonably request. All such opinions, certificates, letters and other documents will be reasonably in compliance with the provisions hereof only if they are satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of Representatives. The Company will furnish the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice Representatives with such conformed copies of such cancellation opinions, certificates, letters and other documents as the Representatives shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writingreasonably request.

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Shares Shares, as provided herein, shall be subject: (x) to the accuracy, as of the date hereof and Firm Warrants or the Closing Date and any Option Securitieslater Overallotment Closing Date, as the case may be, as provided herein shall be subject to: (i) the accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its obligations hereunder; (y) in the event of the purchase of Overallotment Shares from the Selling Stockholders, the accuracy, as of the Overallotment Closing Date relating to such purchase, of the representations and warranties of the Selling Stockholders herein and to the performance of the Selling Stockholders of their obligations hereunder and (ivz) each of to the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.: (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M.9:00 a.m., New York City time, on the day immediately following the date of this Agreement, or at such later time and or date as shall have been be consented to in writing by the Representativeyou. If the Company shall have elected filing of the Prospectus, or any supplement thereto, is required pursuant to rely upon Rule 424(b) and Rule 430A under of the Securities ActRules and Regulations, the Prospectus shall have been filed with in the Commission in a timely fashion in accordance with manner and within the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to time period required by Rule 424(b) within the applicable time period; and, at or prior to the Closing Date and the actual time Rule 430A of the Closing, no Rules and Regulations. No stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; issued and no proceedings proceeding for the issuance of such an order that purpose shall have been initiated or, to the knowledge of the Company or threatened; all requests any Underwriter, threatened by the Commission, and any request of the Commission for additional information (to be included in the Registration Statement, Statement or the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection reasonable satisfaction of counsel to the fairness and reasonableness of the underwriting terms and arrangementsUnderwriters. (b) The Representative shall not have reasonably determinedAll corporate proceedings and other legal matters in connection with this Agreement, and advised the Company, that the form of Registration Statement, the General Disclosure Package or and the Prospectus, or any amendment thereof or supplement theretoand the registration, or any Issuer Free Writing Prospectusauthorization, contains an untrue statement issue, sale and delivery of fact whichthe Shares shall have been reasonably satisfactory to counsel to the Underwriters, in and such counsel shall have been furnished with such papers and information as they may reasonably have requested to enable them to pass upon the Representative’s reasonable opinion, is material, or omits matters referred to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleadingherein. (c) The Representative You shall have received the favorable written opinionsreceived, in each case in form satisfactory at no cost to the Representative and Underwriters’ counsel (and in the case of (i) and (ii)you, including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of on the Closing Date and addressed to on any later Overallotment Closing Date, as the Underwriters; (ii) Fish & Xxxxxxxxxx LLPcase may be, patent legal the opinion of Fishbeino Badilloo Wagnero Xxxxxxx, counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the or such later Overallotment Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to the respective dates form attached hereto as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. (e) On the date of this Agreement and on the Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such dateAppendix A, addressed to the Underwriters and with reproduced copies of signed counterparts thereof for the Representative. (d) In the event of the purchase of any Overallotment Shares from the Selling Stockholders, you shall have received, in addition to the opinion described in section 8(c), the opinion of Fishbeino Badilloo Wagnero Xxxxxxx, counsel to the Selling Stockholders, dated the Overallotment Closing Date, in the form attached hereto as Appendix B. (e) You shall have received from Proskauer Rose LLP, Underwriters' Counsel, an opinion or opinions, dated the Closing Date or on any later Overallotment Closing Date, as the case may be, in form and substance reasonably satisfactory to you, with respect to certain legal matters as you may reasonably require, and the Representative Company shall have furnished to such counsel such documents as it may have reasonably requested for the purpose of enabling it to pass upon such matters. (f) You shall have received on the Closing Date and on any later Overallotment Closing Date, as the case may be, a letter from the Accountants addressed to the Company and the Underwriters’ Counsel, dated the Closing Date or such later Overallotment Closing Date, as the case may be, confirming that they are it is an independent certified public accountants accountant with respect to the Company within the meaning of the Securities Act and all applicable rules the Rules and regulationsRegulations thereunder and based upon the procedures described in its letter delivered to you concurrently with the execution of this Agreement (herein called the "Original Letter"), and stating, as of such date (or, with respect but carried out to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) three days prior to the Closing Date or any such date)later Overallotment Closing Date, as the case may be, (i) confirming that the statements and conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given set forth in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term debt of the Company or any change or development involving a change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated hereby. (g) The Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Annex II. (h) The Common Stock and the Warrants Original Letter are registered under the Exchange Act and, accurate as of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of Date or such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligible. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the later Overallotment Closing Date, prevent as the issuance or sale of the Securitiescase may be; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent for the Warrants. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.and

Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as the case may beBonds, as provided herein herein, shall be subject to: (i) to the accuracy accuracy, as of the date hereof, as of the Applicable Time and as of the Closing Date, of the representations and warranties of the Company herein containedherein, as of the date hereof and as of the Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its obligations hereunder, and (iv) each of to the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.: (a) The Registration Statement Company shall have become effective filed any preliminary prospectus and all necessary regulatory the Prospectus with the Commission (including the information required by Rule 430B under the Act) in the manner and listing approvals shall have been received not later than 5:30 P.M., New York City time, on within the date of this Agreement, time period required by Rule 424(b) under the Act; or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected filed a post-effective amendment to rely upon the Registration Statement containing the information required by Rule 430A 430B, and such post-effective amendment shall have become effective. (b) The Final Term Sheet, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior to the Closing Date and the actual time of the Closing, no periods prescribed for such filings under Rule 433. (c) No stop order suspending the effectiveness of the Registration Statement or any part thereofStatement, or any post-effective amendment thereofto the Registration Statement, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall be in effect and no proceedings for that purpose shall have been issuedinstituted or, to the knowledge of the Company or any Underwriter, threatened by the Commission; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests and any request of the Commission for additional information (to be included in the Registration Statement, Statement or the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s your satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (bd) The Representative No Underwriter shall not have reasonably determined, and advised the Company, Company that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, which in the Representative’s reasonable opinion, your opinion is material, material or omits to state a fact which, which in the Representative’s reasonable opinion, your opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading. (ce) The Representative shall have received the favorable written opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and Except as contemplated in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement Disclosure Package and the Prospectus pursuant to the Rules and Regulations which are not so includedProspectus, and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. (e) On the date of this Agreement and on the Closing DateStatement, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) Disclosure Package and the Prospectus (exclusive of any supplement theretoamendments or supplements thereto subsequent to the date of this Agreement), there shall not have been any change in the capital stock or long-term debt of the Company or any change adverse change, or any development involving a prospective adverse change, in the condition, financial or otherwise, or in the business, net worth or results of operations of the Company from that set forth in the Disclosure Package and the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in your judgment makes it impractical or inadvisable to offer or deliver the Bonds on the terms and in the manner contemplated in the Disclosure Package and the Prospectus. (f) On the Closing Date, you shall have received the opinion of XxXxxx Law Firm, P.A., counsel for the Company, dated the Closing Date, in the form of Exhibit A attached hereto. (g) On the Closing Date, you shall have received the opinion of Xxxxxx X. Xxxxxxx, Esquire, Senior Vice President and General Counsel of the Company, dated the Closing Date, in the form of Exhibit B attached hereto. (h) On the Closing Date, you shall have received from Xxxxxxxx Xxxxxxx LLP, counsel for the several Underwriters, such opinion or opinions, dated the Closing Date, as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters. In rendering their opinion, such counsel may rely upon the opinion of Xxxxxx X. Xxxxxxx, Esquire, referred to above, as to all matters governed by South Carolina law. (i) On or prior to the date hereof, you shall have received a letter from Deloitte & Touche LLP, dated the date of the execution and delivery of this Agreement, and specifying procedures completed not more than three business days prior to the date of the execution and delivery of this Agreement, addressed to you and in form and substance satisfactory to you, (1) confirming that they are independent accountants with respect to the Company as required by the Act and (2) with respect to the accounting, financing, or statistical information (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company) contained in the Registration Statement or incorporated by reference therein, and containing statements and information of the type ordinarily included in accountants’ SAS 72, as amended by SAS 86, “Comfort Letters” to underwriters, with respect to the financial statements and certain financial information contained in or incorporated by reference into the Disclosure Package and the Prospectus, including any pro forma financial information. At the Closing Date, you shall have received a letter from Deloitte & Touche LLP, dated the date of its delivery, which shall reaffirm and, if necessary, update, on the basis of a review in accordance with the procedures set forth in the letter from Deloitte & Touche LLP, during the period from the date of the letter referred to in the prior sentence to a date (specified in the letter) not more than three business days prior to the Closing Date. (j) On the Closing Date, you shall have received from the Company a certificate, signed by its Chairman, President or a Vice President and by its Treasurer, principal financial officer or principal accounting officer, dated the Closing Date, to the effect that, to the best of their knowledge based on a reasonable investigation: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects, as if made on and as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied on or prior to the Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for that purpose shall have been instituted or threatened by the Commission; (iii) the Registration Statement and the Prospectus, and any amendments or supplements thereto, contain all statements and information required to be included therein; the Registration Statement or any amendments thereto, at the time the Registration Statement or such amendments became effective and at the Execution Time, did not contain an untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; the Prospectus, as of its date and at the Closing Date did not and does not contain an untrue statement of a material fact and did not and does not omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Disclosure Package, as of the Applicable Time, did not contain any untrue statement of a material fact and did not omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided, however, that in each case, no representation is made, as applicable, as to any statements in or omissions from the Statement of Eligibility on Form T-1 filed as an exhibit to the Registration Statement, the Book-Entry Information, or information contained in or omitted from the Registration Statement or Prospectus or any amendment or supplement thereto in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation thereof); and, since the date hereof there has occurred no event required to be set forth in an amended or supplemented prospectus which has not been so set forth and there has been no document required to be filed under the Exchange Act and which upon such filing would be deemed to be incorporated by reference in the Disclosure Package and the Prospectus, which has not been so filed; and (iv) since the date of the most recent financial statements included in the Disclosure Package and the Prospectus (exclusive of any supplement thereto dated after the Execution Time), there has been no material adverse change, or any development which the Company has reasonable cause to believe will involve a prospective material adverse change, in the condition (financial or other), earnings, business or properties of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated hereby. (g) The Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Annex II. (h) The Common Stock Disclosure Package and the Warrants are registered under the Exchange Act and, as of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligible. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the CompanyProspectus. (k) The Company shall have furnished the Underwriters to you such further certificates and Underwriters’ Counsel with such other certificates, opinions or documents as they may you shall have reasonably requested. (l) The Company There shall not have entered into occurred after the date hereof any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a warrant agreement (possible change that indicates a negative change or does not indicate the “Warrant Agreement”) with Nevada Agency and Trust Companydirection of the possible change, as warrant agent for in the Warrants. If rating accorded any of the conditions specified in this Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined under Section 7 shall not have been fulfilled when and as required by this Agreement, or if any 3(a)(62) of the Exchange Act. All such opinions, certificates, opinions, written statements or letters furnished to and other documents will be in compliance with the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably provisions hereof only if they are satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closingyou. Notice The Company will furnish you with such conformed copies of such cancellation opinions, certificates, letters and other documents as you shall reasonably request, and the opinions referred to in paragraphs (f) and (g) shall be given deemed satisfactory provided they are substantially in the forms attached as exhibits to this Agreement. The documents required to be delivered by this Section 5 shall be delivered to the Company in writing office of XxXxxx Law Firm, P.A., counsel for the Company, 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxx Xxxxxxxx 00000, on or orally. Any such oral notice shall be confirmed promptly thereafter in writingprior to the Closing Date.

Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for Securities pursuant to the Firm Shares and Firm Warrants or any Option Securities, as the case may be, as provided herein shall be Terms Agreement are subject to: (i) to the accuracy of the representations and warranties on the part of the Company herein contained, to the accuracy of the statements of the Company’s officers made in any certificate furnished pursuant to the provisions hereof, to the performance by the Company of all of its covenants and other obligations hereunder and to the following further conditions: (a) The Company shall have requested and caused the delivery of written opinions, substantially in the forms contemplated by the Terms Agreement. (b) The Company shall have requested and caused PricewaterhouseCoopers Auditores Independentes, independent auditors for the Company, and such other independent auditors as may be specified in the Terms Agreement, to have furnished to you, at the Execution Time and at the Closing Date, letters, (which may refer to letters previously delivered to one or more of you), dated respectively as of the date hereof Execution Time and as of the Closing Date, (ii) in form and substance satisfactory to you, confirming that they are an independent registered public accounting firm within the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its obligations hereunder, and (iv) each meaning of the following additional conditions. For purposes of this Section 7, Act and the terms Exchange Act and covering the matters that are ordinarily covered by “Closing Datecomfort letters” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing. (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion drafted in accordance with the terms thereof and a form Statement of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (b) The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleadingAuditing Standards No. 72. (c) The Representative Company shall have received the favorable written opinionsfurnished to you a certificate, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as signed by two executive officers of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as Company with specific knowledge of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer financial matters of the Company, reasonably satisfactory to you, dated as of the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package, the Final Prospectus and any amendments or supplements thereto, and the Terms Agreement and that: : (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof the Agreement are accurate, (iii) true and correct on and as of the Closing Date, all agreements, conditions Date with the same effect as if made on the Closing Date and obligations of the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or complied with hereunder on satisfied at or prior thereto have been duly performed or complied with, to the Closing Date; (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (vii) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor for that purpose or under Section 8A of the Act have been initiated or threatened by instituted or, to the CommissionCompany’s knowledge, threatened; (viiii) there are no pro forma or as adjusted since the date of the most recent financial statements that are required to be included or incorporated by reference in the Registration Statement Disclosure Package and the Final Prospectus pursuant to (exclusive of any supplement thereto), there has been no material adverse effect on the Rules condition (financial or otherwise), prospects, earnings, business or properties of the Company and Regulations which are not so includedits Subsidiaries, and (vii) subsequent to the respective dates taken as of which information is given a whole, except as set forth in or contemplated in the Registration Statement Disclosure Package and the ProspectusFinal Prospectus (exclusive of any supplement thereto); and (iv) since the Execution Time, there has not been any Material Adverse Change decrease in the rating of any of the debt securities issued by or guaranteed by the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any development involving notice given of any intended or potential decrease in any such rating or of a prospective Material Adverse Change, whether or possible change in any such rating that does not arising from transactions in indicate the ordinary course direction of businessthe possible change. (e) On the date of this Agreement and on the Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (fd) Subsequent to the execution and delivery of this Agreement Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof), the Disclosure Package (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto), there shall not have been any change change, or any development involving a prospective change, in or affecting the capital stock condition (financial or long-term debt otherwise), earnings, business or properties of the Company or any change or development involving and its Subsidiaries, taken as a changewhole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the business, condition Disclosure Package and the Final Prospectus (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not limited to the occurrence exclusive of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, supplement thereto) the effect of which, in any such case described above, which is, in the reasonable judgment of the Representativeyour sole judgment, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the sale offering or delivery of the Securities or Offering as contemplated herebyby the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto). (e) Since the Execution Time, there has not been any decrease in the rating of any of the debt securities issued by or guaranteed by the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (f) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the debt securities issued by or guaranteed by the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (g) The Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Annex II. (h) The Common Stock and the Warrants are registered under the Exchange Act and, as of Prior to the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligible. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) The Company shall have furnished to the Underwriters such further information, certificates and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent for the Warrants. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writingreasonably request.

Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as Notes hereunder are subject to the case may be, as provided herein shall be subject to: following conditions: (a) (i) The Prospectus, and any supplement thereto, have been filed in the accuracy of manner and within the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date, time period required by Rule 424(b) (without reference to Rule 424(b)(8)); (ii) the absence from final term sheet contemplated by Section 5(t) hereof and any certificates, opinions, written statements or letters furnished other material required to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance be filed by the Company of its obligations hereunder, and (ivpursuant to Rule 433(d) each of the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing. (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time periodperiods prescribed for such filings by Rule 433; and, at or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or (iii) any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests request of the Commission for additional information (to be included in the Registration Statement, Statement or the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness satisfaction of the underwriting terms and arrangementsUnderwriters. (b) The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative shall have received the favorable written opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. (e) On the date of this Agreement and on the Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement Execution Time, or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) thereto), the Disclosure Package and the Prospectus (exclusive of any supplement theretoamendment thereof), there shall not have been occurred: (i) any change change, or any development involving a prospective change, in or affecting the capital stock condition (financial or long-term debt otherwise), earnings, business, properties, net worth, or results of operations of the Company or any change or development involving a changeand its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in the business, condition Disclosure Package and the Prospectus (financial exclusive of any amendments or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not limited supplements thereto subsequent to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamityExecution Time), the effect of which, in any such case described above, is, in the reasonable sole judgment of the Representative, Representatives is so material and adverse as to make it impracticable impractical or inadvisable to proceed with the sale offering or delivery of Securities or Offering the Notes as contemplated herebyby the Registration Statement (exclusive of any amendments thereto), the Disclosure Package and the Prospectus (exclusive of any supplement thereto); or (ii) any event or development relating to or involving the Company and its subsidiaries or any officer or director of the Company and its subsidiaries which makes any statement made in the Disclosure Package or the Prospectus untrue or which, in the opinion of the Company and its counsel or the Representatives and their counsel, requires the making of any addition to or change in the Disclosure Package in order to state a material fact required by the Act or any other law to be stated therein, or necessary in order to make the statements therein not misleading, if amending or supplementing the Disclosure Package to reflect such event or development would, in the opinion of the Representatives, adversely affect the market for the Notes. (c) The Representatives shall have received on the Closing Date opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for the Company, dated as of such date and addressed to the Representatives, substantially in the forms attached hereto as Exhibit A-1 and Exhibit A-2. (d) The Representatives shall have received on the Closing Date an opinion and negative assurance letter of Xxxxxx & Xxxxxx L.L.P., counsel for the Underwriters, dated as of such date and addressed to the Representatives with respect to such matters as the Underwriters may request. (e) The Representatives shall have received letters addressed to the Representatives and dated as of the date hereof and as of the Closing Date from Ernst & Young LLP, independent registered public accounting firm, substantially in the form heretofore approved by the Underwriters; provided that the letters delivered on the date hereof and on the Closing Date shall use a “cut-off” date no more than three (3) Business Days prior to such dates. (f) (A) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been taken or, to the knowledge of the Company, shall be contemplated by the Commission at or prior to the Closing Date; (B) there shall not have been any material change in the capital stock of the Company nor any material increase in the short-term or long-term debt (including any off-balance sheet activities or transactions) of the Company and its subsidiaries (other than in the ordinary course of business) from that set forth or contemplated in the Registration Statement, the Disclosure Package or the Prospectus (or any amendment or supplement thereto); (C) there shall not have been, since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus (or any amendment or supplement thereto), except as may otherwise be stated in the Registration Statement, the Disclosure Package and Prospectus (or any amendment or supplement thereto), any material adverse change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company or its subsidiaries; (D) the Company and its subsidiaries shall not have any liabilities or obligations (financial or other), direct or contingent (whether or not in the ordinary course of business), that are material to the Company or its subsidiaries, other than those reflected in the Registration Statement or the Disclosure Package and the Prospectus (or any amendment or supplement thereto); and (E) all the representations and warranties of the Company contained in this Agreement shall be true and correct at and as of the Execution Time and on and as of the Closing Date as if made at and as of such time or on and as of such date, and the Representatives shall have received a certificate, dated the Closing Date and signed by either the chief executive officer or chief operating officer and the chief financial officer of the Company (or such other officers as are acceptable to the Representatives), to the effect set forth in this Section 8(f) and in Section 8(g) hereof. (g) The Representative Company shall not have received a lock-up agreement from each Lock-Up Partyfailed at or prior to the Closing Date to have performed or complied with any of its agreements herein contained and required to be performed or complied with by it hereunder or under the Indenture, duly executed by at or prior to the applicable Lock-Up Party, in each case substantially in the form attached as Annex IIClosing Date. (h) The Common Stock and Subsequent to the Warrants are registered under Execution Time, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act and, as Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligiblepossible change. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) The Company shall have furnished or caused to be furnished to the Representatives such further certificates and documents as the Representatives shall have requested. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to the Representatives and their counsel. Any certificate or document signed by any officer of the Company and delivered to the Underwriters, or to counsel for the Underwriters, shall be deemed a representation and warranty by the Company to the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (to the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent for the Warrantsstatements made therein. If any of the conditions specified in this Section 7 8 shall not have been fulfilled in all material respects when and as required by provided in this Agreement, or if any of the certificates, opinions, written statements opinions and certificates mentioned above or letters furnished to the Representative or to Underwriters’ Counsel pursuant to elsewhere in this Section 7 Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representative Representatives and to counsel for the Underwriters’ Counsel, this Agreement and all obligations of the Underwriters hereunder may be cancelled canceled by the Representative Representatives at, or at any time prior to, the consummation of the ClosingClosing Date. Notice of such cancellation shall be given to the Company in writing or orallyby telephone, electronic mail or facsimile confirmed in writing. Any such oral notice With respect to the Closing Date, the documents required to be delivered by this Section 8 shall be confirmed promptly thereafter in writingdelivered at the offices of Xxxxxx & Xxxxxx L.L.P., Attn: Xxxxxxxxxxx X. Xxxxx, Esq., counsel for the Underwriters, at 0000 Xxxxxxxxxxxx Xxxxxx XX, Xxxxx 000 Xxxx, Xxxxxxxxxx, XX 00000, on or prior to such date.

Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as Notes hereunder are subject to the case may be, as provided herein shall be subject to: following conditions: (a) (i) The Prospectus, and any supplement thereto, have been filed in the accuracy of manner and within the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date, time period required by Rule 424(b) (without reference to Rule 424(b)(8)); (ii) the absence from final term sheet contemplated by Section 5(t) hereof and any certificates, opinions, written statements or letters furnished other material required to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance be filed by the Company of its obligations hereunder, and (ivpursuant to Rule 433(d) each of the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing. (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time periodperiods prescribed for such filings by Rule 433; and, at or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or (iii) any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests request of the Commission for additional information (to be included in the Registration Statement, Statement or the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness satisfaction of the underwriting terms and arrangementsUnderwriters. (b) The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative shall have received the favorable written opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. (e) On the date of this Agreement and on the Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement Execution Time, or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) thereto), the Disclosure Package and the Prospectus (exclusive of any supplement theretoamendment thereof), there shall not have been occurred: (i) any change change, or any development involving a prospective change, in or affecting the capital stock condition (financial or long-term debt otherwise), earnings, business, properties, net worth, or results of operations of the Company or any change or development involving a changeand its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in the business, condition Disclosure Package and the Prospectus (financial exclusive of any amendments or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not limited supplements thereto subsequent to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamityExecution Time), the effect of which, in any such case described above, is, in the reasonable sole judgment of the Representative, Representatives is so material and adverse as to make it impracticable impractical or inadvisable to proceed with the sale offering or delivery of Securities or Offering the Notes as contemplated herebyby the Registration Statement (exclusive of any amendments thereto), the Disclosure Package and the Prospectus (exclusive of any supplement thereto); or (ii) any event or development relating to or involving the Company and its subsidiaries or any officer or director of the Company and its subsidiaries which makes any statement made in the Disclosure Package or the Prospectus untrue or which, in the opinion of the Company and its counsel or the Representatives and their counsel, requires the making of any addition to or change in the Disclosure Package in order to state a material fact required by the Act or any other law to be stated therein, or necessary in order to make the statements therein not misleading, if amending or supplementing the Disclosure Package to reflect such event or development would, in the opinion of the Representatives, adversely affect the market for the Notes. (c) The Representatives shall have received on the Closing Date opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for the Company, dated as of such date and addressed to the Representatives, substantially in the forms attached hereto as Exhibit A-1 and Exhibit A-2. (d) The Representatives shall have received on the Closing Date an opinion and negative assurance letter of Xxxxxx & Xxxxxx L.L.P., counsel for the Underwriters, dated as of such date and addressed to the Representatives with respect to such matters as the Underwriters may request. (e) The Representatives shall have received letters addressed to the Representatives and dated as of the date hereof and as of the Closing Date from Ernst & Young LLP, independent registered public accounting firm, substantially in the form heretofore approved by the Underwriters; provided that the letters delivered on the date hereof and on the Closing Date shall use a “cut-off” date no more than three (3) Business Days prior to such dates. (f) (A) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been taken or, to the knowledge of the Company, shall be contemplated by the Commission at or prior to the Closing Date; (B) there shall not have been any material change in the capital stock of the Company nor any material increase in the short-term or long-term debt (including any off-balance sheet activities or transactions) of the Company and its subsidiaries (other than in the ordinary course of business) from that set forth or contemplated in the Registration Statement, the Disclosure Package or the Prospectus (or any amendment or supplement thereto); (C) there shall not have been, since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus (or any amendment or supplement thereto), except as may otherwise be stated in the Registration Statement, the Disclosure Package and Prospectus (or any amendment or supplement thereto), any material adverse change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company or its subsidiaries; (D) the Company and its subsidiaries shall not have any liabilities or obligations (financial or other), direct or contingent (whether or not in the ordinary course of business), that are material to the Company or its subsidiaries, other than those reflected in the Registration Statement or the Disclosure Package and the Prospectus (or any amendment or supplement thereto); and (E) all the representations and warranties of the Company contained in this Agreement shall be true and correct at and as of the Execution Time and on and as of the Closing Date as if made at and as of such time or on and as of such date, and the Representatives shall have received a certificate, dated the Closing Date and signed by either the chief executive officer or chief operating officer and the chief financial officer of the Company (or such other officers as are acceptable to the Representatives), to the effect set forth in this Section 8(f) and in Section 8(g) hereof. (g) The Representative Company shall not have received a lock-up agreement from each Lock-Up Partyfailed at or prior to the Closing Date to have performed or complied with any of its agreements herein contained and required to be performed or complied with by it hereunder or under the Indenture, duly executed by at or prior to the applicable Lock-Up Party, in each case substantially in the form attached as Annex IIClosing Date. (h) The Common Stock and Subsequent to the Warrants are registered under Execution Time, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act and, as Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligiblepossible change. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) The Company shall have furnished or caused to be furnished to the Representatives such further certificates and documents as the Representatives shall have requested. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to the Representatives and their counsel. Any certificate or document signed by any officer of the Company and delivered to the Underwriters, or to counsel for the Underwriters, shall be deemed a representation and warranty by the Company to the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (to the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent for the Warrantsstatements made therein. If any of the conditions specified in this Section 7 8 shall not have been fulfilled in all material respects when and as required by provided in this Agreement, or if any of the certificates, opinions, written statements opinions and certificates mentioned above or letters furnished to the Representative or to Underwriters’ Counsel pursuant to elsewhere in this Section 7 Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representative Representatives and to counsel for the Underwriters’ Counsel, this Agreement and all obligations of the Underwriters hereunder may be cancelled canceled by the Representative Representatives at, or at any time prior to, the consummation of the ClosingClosing Date. Notice of such cancellation shall be given to the Company in writing or orallyby telephone or facsimile confirmed in writing. Any such oral notice With respect to the Closing Date, the documents required to be delivered by this Section 8 shall be confirmed promptly thereafter in writingdelivered at the offices of Xxxxxx & Xxxxxx L.L.P., Attn: Xxxxxxxxxxx X. Xxxxx, Esq., counsel for the Underwriters, at 0000 Xxxxxxxxxxxx Xxxxxx XX, Xxxxx 000 Xxxx, Xxxxxxxxxx, XX 00000, on or prior to such date.

Conditions of Underwriters’ Obligations. The respective obligations of the Underwriters to purchase and pay for the Firm Shares Units and Firm Warrants or any the Option SecuritiesUnits, as the case may be, as provided herein shall be subject to: (i) to the accuracy of the representations and warranties of the Company DCP Parties contained herein contained, as of the date hereof Execution Time, the Closing Date and as any Option Closing Date pursuant to Section 3 hereof, to the accuracy of the Closing Date, (ii) statements of the absence from DCP Parties made in any certificates, opinions, written statements or letters furnished certificates pursuant to the Representative or provisions hereof, to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company DCP Parties of its their obligations hereunder, hereunder and (iv) each of to the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.: (a) The Registration Statement shall have become effective All filings required by Rule 424 and all necessary regulatory and listing approvals Rule 430B shall have been received not later than 5:30 P.M., New York City time, on the date of this Agreement, or at such later time and date as shall have been consented made; any other material required to in writing be filed by the Representative. If the Company shall have elected Partnership pursuant to rely upon Rule 430A 433(d) under the Securities Act, the Prospectus Act shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time periodperiods prescribed for such filings by Rule 433; and, at or prior to the Closing Date and the actual time of the Closing, no stop order (i) suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor (ii) suspending or preventing the use of the General Disclosure PackagePreliminary Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus Prospectus, shall have been issued; issued and no proceedings for the issuance of such an order that purpose shall have been initiated instituted or, to the knowledge of the DCP Parties or threatened; all requests any Underwriter, threatened by the Commission. Any request of the Commission for inclusion of additional information (to be included in the Registration Statement, Statement or the General Disclosure Package, the Prospectus, any Issuer Free Writing Final Prospectus or otherwise) otherwise shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness reasonable satisfaction of the underwriting terms and arrangementsUnderwriters. (b) The Representative No Underwriter shall not have reasonably determined, discovered and advised disclosed to any of the Company, DCP Parties on or prior to the Closing Date or any Option Closing Date pursuant to Section 3 hereof that the Registration Statement, the General Disclosure Package Final Prospectus or the ProspectusDisclosure Package, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinionopinion of counsel for the Underwriters, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or in the documents incorporated by reference therein or is necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. (c) The Representative shall have received the favorable written opinionsAll corporate, in each case in form satisfactory partnership and limited liability company proceedings and other legal matters incident to the Representative authorization, form and Underwriters’ counsel (and in the case validity of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLPthis Agreement, the securities Charter Documents, the Common Units, the Disclosure Package or the Final Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the CompanyUnderwriters, and the DCP Parties shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (d) The Partnership shall have requested and caused Holland & Xxxx LLP, counsel for the Partnership, to have furnished to the Representatives its opinion, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLPRepresentatives, patent legal counsel in form and substance satisfactory to the CompanyRepresentatives to the effect set forth on Exhibit B hereto. (e) Xxxxxxx X. Xxxxxxxx, Vice President, General Counsel and Secretary of DCP Midstream GP, LLC, shall have furnished to the Representatives his opinion, dated as of the Closing Date and addressed to the Underwriters; Representatives, in form and substance satisfactory to the Representatives to the effect set forth on Exhibit C hereto. (iiif) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLCThe Representatives shall have received from Xxxxx Xxxxx L.L.P., trademark legal counsel for the CompanyUnderwriters, such opinion or opinions, dated as of the Closing Date and addressed to the UnderwritersRepresentatives, with respect to the issuance and sale of the Units, the Registration Statement, the Disclosure Package, the Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Partnership shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (dg) The Representative Partnership shall have received certificates of each furnished to the Representatives a certificate of the Chief Executive Officer Partnership, signed on behalf of the Partnership by the Chairman of the Board or the President and the Chief Financial Officer of the CompanyDCP Midstream GP, LLC, dated as of the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package, the Final Prospectus and any supplements or amendments thereto, and this Agreement and that: : (i) the conditions set forth in subsection (a) representations and warranties of this Section 7 have been satisfied, (ii) as each of the date hereof DCP Parties in this Agreement are true and correct on and as of the Closing Date, Date with the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) same effect as of if made on the Closing Date, all agreements, conditions and obligations each of the Company DCP Parties has complied with all the agreements and satisfied all the conditions on its part to be performed or complied with hereunder on satisfied at or prior thereto have been duly performed or complied with, to the Closing Date; (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (vii) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof notice objecting to its use has been issued and no proceedings therefor for that purpose have been initiated or threatened by instituted or, to the CommissionDCP Parties’ knowledge, threatened; and (viiii) there are no pro forma or as adjusted since the date of the most recent financial statements that are required to be included in the Registration Statement Disclosure Package and the Final Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to the respective dates as exclusive of which information is given in the Registration Statement and the Prospectusany supplement thereto), there has not been any Material Adverse Change no material adverse effect on the condition (financial or any development involving otherwise), results of operations, prospects, earnings, business or properties of the Partnership Entities and Operating Subsidiaries, taken as a prospective Material Adverse Changewhole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto). (eh) On The Partnership shall have requested and caused Deloitte & Touche LLP to have furnished to the date of this Agreement Representatives, at the Execution Time and on at the Closing Date, letters (which may refer to letters previously delivered to one or more of the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx Representatives), dated respectively as of each such datethe Execution Time and as of the Closing Date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ CounselRepresentatives, (i) confirming that they are such firm is an independent certified registered public accountants with respect to the Company accounting firm within the meaning of the Securities Act Act, the Rules and all applicable Regulations and the rules and regulationsof the PCAOB, and (ii) stating, as of such the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Final Prospectus, as of a date not more than five (5) days three Business Days prior to such datethe date hereof), the conclusions and findings of such firm with respect to the financial information and (iii) covering such other matters relating as are ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (i) The Partnership shall have requested and caused Ernst & Young LLP to have furnished to the Representatives, at the Execution Time and at the Closing Date, letters (which may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representatives, (i) confirming that such firm is an independent registered public accounting firm within the meaning of the Act, the Rules and Regulations and the rules of the PCAOB, (ii) stating as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Final Prospectus, as of a date not more than three Business Days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and (iii) covering such other matters as are ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (j) Since the date of the latest audited financial statements included in the Disclosure Package and the Final Prospectus, (i) none of the Partnership Entities or Operating Subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order, investigation or decree, otherwise than as set forth or contemplated in the Disclosure Package and the Final Prospectus, or shall have become a party to or the subject of any litigation, court or governmental action, investigation, order or decree that is materially adverse to the Partnership Entities and Operating Subsidiaries, taken as a whole, and (ii) there shall not have been any change in the capitalization or increase in short-term or long-term debt of any of the Partnership Entities or Operating Subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, condition (financial or otherwise), stockholders’ equity, partners’ equity, members’ equity, results of operations, properties, business or prospects of the Partnership Entities and Operating Subsidiaries, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Units as contemplated by the Registration Statement covered by such letter(exclusive of any amendment thereof), the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto). (fk) Subsequent to the execution and delivery of this Agreement orAgreement, if earlierany debt securities of the Partnership Entities are rated by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act, the dates as of which information is (i) no downgrading shall have occurred, and no notice shall have been given in the Registration Statement (exclusive of any amendment thereof) and intended or potential downgrading or of a possible change in any such rating that does not indicate the Prospectus (exclusive direction of any supplement thereto), there shall not have been any the possible change in the capital stock rating accorded such debt securities and (ii) no such organization shall have publicly announced that it has under surveillance or long-term debt review, with possible negative implications, its rating of any securities of any of the Company or any change or development involving a change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated herebyPartnership Entities. (gl) The Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Annex II. (h) The Common Stock and the Warrants are registered under the Exchange Act and, as of Prior to the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action Partnership shall have been provided furnished to the Representative. The Company shall have taken no action designed to terminateRepresentatives such further information, or likely to have certificates and documents as the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligibleRepresentatives may reasonably request. (im) FINRA The NYSE shall have confirmed that it has not raised any objection with respect approved the Units for listing, subject only to the fairness and reasonableness official notice of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewithissuance. (jn) No action shall have been taken and no statuteAt the Execution Time, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) The Company Partnership shall have furnished to the Underwriters Representatives letters substantially in the form of Exhibit A hereto from (i) each officer and Underwriters’ Counsel with director of DCP Midstream GP, LLC and (ii) DCP Midstream and any of its subsidiaries or affiliates that own any Common Units or any securities convertible into or exercisable or exchangeable for Common Units, addressed to the Representatives and such other certificates, opinions or documents as they may have reasonably requested. (l) The Company letters shall have entered into a warrant agreement (be in full force and effect on the “Warrant Agreement”) with Nevada Agency Closing Date and Trust Company, as warrant agent for the Warrantsany Option Closing Date. If any of the conditions specified in this Section 7 6 shall not have been fulfilled when and as required by provided in this Agreement, or if any of the certificates, opinions, written statements opinions and certificates mentioned above or letters furnished to the Representative or to Underwriters’ Counsel pursuant to elsewhere in this Section 7 Agreement shall not be reasonably satisfactory in form and substance to the Representative Representatives and to counsel for the Underwriters’ Counsel, this Agreement and all obligations of the Underwriters hereunder may be cancelled by the Representative canceled at, or at any time prior to, the consummation of Closing Date by the ClosingRepresentatives. Notice of such cancellation shall be given to the Company Partnership in writing or orallyby telephone or facsimile confirmed in writing. Any such oral notice The documents required to be delivered by this Section 6 shall be confirmed promptly thereafter in writingdelivered at the office of Holland & Xxxx LLP, counsel for the DCP Parties, at 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000, or electronically if agreed to by the parties, on or prior to the Closing Date.

Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Firm Shares and Firm Warrants Securities or any the Option Securities, as the case may be, as provided herein shall be subject to: (i) the accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date and each Option Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 6 of any material misstatement or omission, (iii) the performance by the Company of its obligations hereunder, and (iv) each of the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing. (a) The Registration Statement shall have become effective and all necessary regulatory and or listing approvals shall have been received not later than 5:30 P.M.p.m., New York City time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof hereof and a form of the Prospectus containing information relating to the description of the Transaction Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior to the Closing Date and or the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or or, to the knowledge of the Company, threatened; all requests any request of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (b) The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading; provided, however, that if in the Representative’s opinion such deficiency is curable the Representative shall have given the Company reasonable notice of such deficiency and a reasonable chance to cure such deficiency. (c) The Representative shall have received the favorable written opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), opinions of (i) Xxxxxx & Xxxxxxx & Xxxxx LLP, the securities LLP legal counsel for the Company, dated as of the Closing Date and each Option Closing Date, as applicable, and addressed to the Underwriters; Representative substantially in the form attached hereto as Annex II, and (ii) Fish & Xxxxxxxxxx Xxxxx Peabody LLP, patent intellectual property legal counsel to the Company, Company dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLCeach Option Closing Date, trademark legal counsel for the Companyas applicable, dated as of the Closing Date and addressed to the UnderwritersRepresentative substantially in the form attached hereto as Annex III. (d) The Representative shall have received certificates of each a certificate of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, Date and each Option Closing Date to the effect that: (i) the conditions condition set forth in subsection (a) of this Section 7 have 6 has been satisfied, (ii) as of the date hereof and as of the applicable Closing Date or Option Closing Date, the representations and warranties of the Company set forth in Section 2 hereof this Agreement are accurate, (iii) as of the applicable Closing Date or Option Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businessesbusiness, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereof has been issued and no proceedings therefor have been initiated or or, to the knowledge of the Company, threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included or incorporated by reference in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so includedincluded or incorporated by reference, and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, Prospectus there has not been any Material Adverse Change Effect or any development involving a prospective Material Adverse ChangeEffect, whether or not arising from transactions in the ordinary course of business. (e) On the date of this Agreement Agreement, the Closing Date and on the each Option Closing Date, the Representative shall have received a “cold comfort” letter from PMB Xxxxx Xxxxxxx the Auditor as of each such date, the date of delivery and addressed to the Underwriters Representative and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules the Rules and regulationsRegulations, and stating, as of such the date of delivery (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to the date of such dateletter), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement and the Prospectus covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, and prior to the dates as of which information is given in the Registration Statement (exclusive of Closing Date and any amendment thereof) and the Prospectus (exclusive of any supplement thereto)Option Closing Date, there shall not have been any change in the capital stock or long-term debt of the Company or any change or development involving a change, whether that would cause, or not arising from transactions in the ordinary course of businessreasonably be expected to cause, in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a wholeMaterial Adverse Effect, including but not limited to to/from the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable sole judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale Offering on the terms and in the manner contemplated in the Prospectus (exclusive of Securities or Offering as contemplated herebyany supplement). (g) The Prior to the execution and delivery of this Agreement, the Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached hereto as Annex II.I. (h) The Common Stock and the Warrants are is registered under the Exchange Act and, as of the Closing Date, the Common Stock Firm Shares and the Warrants Option Shares shall be listed and admitted and authorized for trading on the NASDAQ Nasdaq Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminateto, or likely to have the effect of terminating, terminating the registration of the Common Stock Firm Shares or the Warrants Option Shares under the Exchange Act or delisting or suspending the from trading its Common Stock or from the Warrants from trading on the NASDAQ Nasdaq Capital Market, nor will has the Company have received any information suggesting that the Commission or the NASDAQ Nasdaq Capital Market is contemplating terminating such registration or of listing. The Securities Firm Securities, Option Securities, Warrant Shares, the Underwriters’ Warrants and the shares of Common Stock underlying the Underwriters’ Warrants shall be DTC eligible. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or any Option Closing Date, prevent the issuance or sale of the any Transaction Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the any Transaction Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) The Company shall have furnished the Underwriters Representative and Underwriters’ Counsel with a Certificate of Good Standing for the Company certified by the Secretary of State of Delaware dated as of the Closing Date and each Option Closing Date. (l) The Company shall have furnished the Representative and Underwriters’ Counsel with such other certificates, opinions or other documents as they may have reasonably requested. (lm) The Company On each Closing Date, there shall have entered into been issued to the Underwriters, a warrant agreement (Underwriters' Warrant in the “Warrant Agreement”) with Nevada Agency and Trust Company, form attached hereto as warrant agent for the WarrantsAnnex IV. If any of the conditions specified in this Section 7 6 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 6 shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orallyby telephone. Any such oral telephone notice shall be confirmed promptly thereafter in writing.

Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Firm Shares Securities and Firm Warrants or any Option Securities, as the case may be, Additional Securities as provided herein shall be subject to: (i) the accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date, Date (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ ' Counsel pursuant to this Section 7 6 of any misstatement or omission, omission (iii) the performance by the Company of its obligations hereunder, and (iv) each of the following additional conditions. For purposes of this Section 76, the terms “"Closing Date” " and “"Closing” " shall refer to the Closing Date for the Firm Shares Securities and Firm Warrants or Option any Additional Closing Date, if different, for the Additional Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing. (a) The Registration Statement shall have become effective and all necessary regulatory and or listing approvals shall have been received not later than 5:30 P.M., New York City time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof hereof and a form of the Prospectus containing information relating to the description of the Securities Shares and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior to the Closing Date and or the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any post-effective amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus thereof shall have been issued; issued and no proceedings for the issuance of such an order therefor shall have been initiated or threatened; all requests of threatened by the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangementsCommission. (b) The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative shall have received the favorable written opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case opinion of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx Coie LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; Underwriters in form attached hereto as Annex I. (iic) Fish & Xxxxxxxxxx LLP, patent legal counsel All proceedings taken in connection with the sale of the Firm Securities and the Additional Securities as herein contemplated shall be satisfactory in form and substance to the Company, dated as of the Closing Date Representative and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters' Counsel. (d) The Representative shall have received certificates a certificate of each of the Chairman, Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, Date to the effect that: (i) the conditions condition set forth in subsection (a) of this Section 7 have 6 has been satisfied, (ii) as of the date hereof and as of the applicable Closing Date, the representations and warranties of the Company set forth in Section 2 1 hereof are accurate, (iii) as of the applicable Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has and the Subsidiaries have not sustained any material loss or interference with its their respective businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included or incorporated by reference in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, included or incorporated by reference and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, Prospectus there has not been any Material Adverse Change material adverse change or any development involving a prospective Material Adverse Changematerial adverse change, whether or not arising from transactions in the ordinary course of business, in or affecting (x) the business, condition (financial or otherwise), results of operations, shareholders' equity, properties or prospects of the Company and the Subsidiaries, taken as a whole; (y) the long-term debt or capital stock of the Company or any of its Subsidiaries; or (z) the Offering or consummation of any of the other transactions contemplated by this Agreement, the Registration Statement and the Prospectus. (e) On the date of this Agreement and Agreement, on the Closing Date and, as the case may be, on each Additional Closing Date, the Representative shall have received a “"cold comfort” " letter from PMB Xxxxxxxx Xxxxx Xxxxxxx & Xxxxxxx PC, independent public accountants for the Company, dated, respectively, as of each such date, the date of the date of delivery and addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ ' Counsel, confirming that they are independent certified public accountants with respect to the Company and its Subsidiaries within the meaning of the Securities Act and all applicable rules the Rules and regulationsRegulations, and stating, as of such the date of delivery (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to the date of such dateletter), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter and, with respect to letters issued as of Additional Closing Dates, confirming the conclusions and findings set forth in such prior letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term debt of the Company or any Subsidiary or any change or development involving a change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of operations, shareholders’ ' equity, properties or prospects of the CompanyCompany and the Subsidiaries, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable sole judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale Offering on the terms and in the manner contemplated in the Prospectus (exclusive of Securities or Offering as contemplated herebyany supplement). (g) The Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached hereto as Annex II. (h) The Common Stock Representative shall have received a duly executed management confirmation letter from the Company's directors and officers relating to certain information appearing in the Warrants are registered under Registration Statement, which letter shall be in the Exchange Act and, as form previously delivered to the Representative in connection with the filing of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligiblePreliminary Prospectus. (i) FINRA The Securities shall have been approved for quotation on AMEX. (j) The NASD shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (jk) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the CompanySecurities. (kl) The Company shall have furnished the Underwriters and Underwriters’ ' Counsel with such other certificates, opinions or other documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent for the Warrants. If any of the conditions specified in this Section 7 6 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ ' Counsel pursuant to this Section 7 6 shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters’ ' Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing, and the obligations of the Underwriters to purchase the Additional Securities may be cancelled by the Representative at, or at any time prior to, the Additional Closing Date. Notice of such cancellation shall be given to the Company in writing writing, or orallyby telephone. Any such oral telephone notice shall be confirmed promptly thereafter in writing.

Conditions of Underwriters’ Obligations. The several obligations of the Underwriters to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as the case may be, as provided herein shall be hereunder are subject to: (i) the accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its obligations hereunder, and (iv) each of the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.: (a) The Registration Statement shall have become effective All filings required by Rules 424(b), 430B and all necessary regulatory and listing approvals 462 under the Act shall have been received not later than 5:30 P.M., New York City time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangementsmade. (b) The Representative You shall not have be reasonably determined, and advised the Company, satisfied that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative shall have received the favorable written opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to since the respective dates as of which information is given in the Registration Statement Statement, the Time of Sale Information and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. (ei) On the date of this Agreement and on the Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term debt of the Company or any material change or development involving a change, whether or not arising from transactions in the indebtedness (other than in the ordinary course of business) of the Company, (ii) except as set forth or contemplated by the Registration Statement, the Time of Sale Information or the Prospectus, no material oral or written agreement or other transaction shall have been entered into by the Company that is not in the businessordinary course of business or that could reasonably be expected to result in a material reduction in the future earnings of the Company, (iii) no loss or damage (whether or not insured) to the property of the Company shall have been sustained that had or could reasonably be expected to have a Material Adverse Effect, (iv) no legal or governmental action, suit or proceeding affecting the Company or any of its properties that is material to the Company or that affects or could reasonably be expected to affect the transactions contemplated by this Agreement shall have been instituted or, to the Company’s knowledge, threatened and (v) there shall not have been any material change in the condition (financial or otherwise), business, management, results of operations, shareholders’ equity, properties operations or prospects of the Company, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war Company or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable judgment of the Representative, so material and adverse as to make its subsidiaries that makes it impracticable impractical or inadvisable in your judgment to proceed with the sale public offering or purchase of Securities or Offering the Shares as contemplated hereby. (c) You shall have received on the Closing Date or Additional Closing Date, as the case may be, an opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Company, in the form reasonably satisfactory to the Representatives. (d) You shall have received on the Closing Date or Additional Closing Date, as the case may be, an opinion of Xxxxx Xxxx LLP, as intellectual property counsel to the Company, in the form reasonably satisfactory to the Representatives. (e) You shall have received on the Closing Date or Additional Closing Date, as the case may be, an opinion of Xxxxxxxx, Xxxxx, Xxxxx & Xxxxxxxx, P.C., as intellectual property counsel to the Company, in the form reasonably satisfactory to the Representatives. (f) You shall have received on the Closing Date or Additional Closing Date, as the case may be, an opinion of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo P.C., counsel for the Underwriters, in the form reasonably satisfactory to the Representatives. (g) The Representative You shall have received a lock-up agreement letter addressed to you and dated the date hereof and the Closing Date or the Additional Closing Date, as the case may be, from each Lock-Up Partythe firm of EisnerAmper LLP, duly executed by the applicable Lock-Up Partyindependent certified public accountants, in each case substantially in the form attached as Annex II. (h) The Common Stock and the Warrants are registered under the Exchange Act and, as of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligibleheretofore approved by you. (i) FINRA No stop order suspending the effectiveness of the Registration Statement shall have confirmed been issued by the Commission and no proceedings for that purpose shall be pending or, to the knowledge of the Company, shall be threatened or contemplated by the Commission at or prior to the Closing Date or Additional Closing Date, as the case may be; (ii) no order suspending the effectiveness of the Registration Statement or the qualification or registration of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending or, to the knowledge of the Company, threatened or contemplated by the authorities of any jurisdiction; (iii) any request for additional information on the part of the staff of the Commission or any such authorities shall have been complied with to the satisfaction of the staff of the Commission or such authorities; (iv) after the date hereof, no amendment or supplement to the Registration Statement or the Prospectus shall have been filed unless a copy thereof was first submitted to you and you did not object thereto in good faith; and (v) all of the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (except for such representations and warranties qualified by materiality, which representations and warranties shall be true and correct in all respects) on and as of the date hereof and on and as of the Closing Date or Additional Closing Date, as the case may be, as if made on and as of the Closing Date or Additional Closing Date, as the case may be, and you shall have received a certificate, dated the Closing Date and signed by the chief executive officer and the chief financial officer of the Company (or such other officers as are acceptable to you) to the effect set forth in this Section 9(h) and in Sections 9(b) and 9(i) hereof. (i) The Company shall not have failed in any material respect at or prior to the Closing Date or the Additional Closing Date, as the case may be, to have performed or complied with any of its agreements herein contained and required to be performed or complied with by it hereunder at or prior to the Closing Date or Additional Closing Date, as the case may be. (j) The Company shall have furnished or caused to have been furnished to you such further certificates and documents as you shall have reasonably requested. (k) At or prior to the Closing Date, you shall have received the written commitment Lock-Up Agreements from each of the persons and entities listed on Schedule III not to directly or indirectly (i) sell, offer or contract to sell or otherwise dispose of or transfer any shares of Company Securities, whether now owned or acquired after the date of the Prospectus or with respect to which the power of disposition is acquired after the date of the Prospectus, or file any registration statement under the Act with respect to the foregoing or (ii) enter into any swap or other agreement or any other agreement that transfers, in whole or in part, directly or indirectly, the economic consequences of ownership of Company Securities whether any such swap or transaction is to be settled by delivery of Company Securities, in cash or otherwise; other than as provided in such written commitment before the expiration of 60 days from the Closing Date, without the prior written consent of the Representatives. (l) The Shares shall have been approved for listing on the Nasdaq. (m) At or prior to the effective date of the Registration Statement, you shall have received a letter from the Corporate Financing Department of FINRA confirming that such Department has not raised any objection determined to raise no objections with respect to the fairness and or reasonableness of the underwriting terms and arrangementsarrangements of the offering contemplated hereby. In additionAll such opinions, certificates, letters and other documents will be in compliance with the Company shallprovisions hereof only if they are reasonably satisfactory in form and substance to you and your counsel. The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the satisfaction on and as of the Additional Closing Date of the conditions set forth in this Section 9, except that, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of Additional Closing Date is other than the Closing Date, prevent the issuance or sale of the Securities; certificates, opinions and no injunction or order of any federal, state or foreign court letters referred to in this Section 9 shall have been issued that would, be dated as of the Additional Closing DateDate and the opinions called for by paragraphs (c), prevent (d), (e) and (f) shall be revised to reflect the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent for the WarrantsAdditional Shares. If any of the conditions specified hereinabove provided for in this Section 7 9 shall not have been fulfilled satisfied when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder Agreement may be cancelled terminated by you by notifying the Representative at, or at any time prior to, the consummation of the Closing. Notice Company of such cancellation shall be given to the Company termination in writing or orally. Any by telegram at or prior to such oral notice Closing Date, but you shall be confirmed promptly thereafter in writingentitled to waive any of such conditions.

Conditions of Underwriters’ Obligations. The respective obligations of the Underwriters hereunder are subject to purchase the accuracy, when made and pay for on the Firm Shares and Firm Warrants or any Option Securities, as the case may be, as provided herein shall be subject to: (i) the accuracy Closing Date of the representations and warranties of the Company herein containedPartnership contained herein, as of the date hereof and as of the Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company Partnership of its obligations hereunder, to the accuracy of the statements of the Partnership made in any certificates delivered pursuant hereto, and (iv) to each of the following additional terms and conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.: (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals Prospectus shall have been received not later than 5:30 P.M., New York City time, on timely filed with the date of this Agreement, or at such later time and date as shall have been consented Commission; any material required to in writing be filed by the Representative. If Partnership pursuant to Rule 433(d) of the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus Rules and Regulations shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time periodperiods prescribed for such filings by Rule 433; and, at the Partnership shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or prior referred to after the Closing Date and the actual time of the Closing, date hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending thereof or preventing or suspending the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (b) The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative shall have received the favorable written opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor proceeding for that purpose shall have been initiated or threatened by the Commission, (vi; no notice pursuant to Rule 401(g)(2) there are no pro forma or as adjusted financial statements that are required to be included of the Rules and Regulations shall have been received; any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been disclosed to the Underwriters and complied with to their satisfaction; and the Prospectus pursuant Commission shall not have notified the Partnership of any objection to the Rules and Regulations which are not so included, and (vii) subsequent to use of the respective dates as form of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of businessStatement. (eb) On All partnership and limited liability company proceedings and other legal matters incident to the date authorization, execution and delivery of this Agreement and on the Closing DateDebt Documents, the Representative authorization, execution and filing of the Registration Statement, the Prospectus and any Issuer Free Writing Prospectus, and all other legal matters relating to the Debt Documents and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Partnership shall have received a “comfort” letter from PMB Xxxxx furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (c) Xxxxxx & Xxxxxxx LLP shall have furnished to the Underwriters its written opinions, including its tax opinion, and negative assurance letter, as of each such datecounsel to the General Partner and the Partnership, addressed to the Underwriters and dated the Closing Date, in the form and substance reasonably satisfactory to the Managers and their counsel. (d) The Underwriters shall have received from Hunton Xxxxxxx Xxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the sale of the Notes and other related matters as the Underwriters may reasonably require, and the Partnership shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (e) At the time of execution of this Agreement, the Underwriters shall have received from Ernst & Young LLP a letter (the “initial letter”), in form and substance satisfactory to the Representative Managers, addressed to the Underwriters and Underwriters’ Counsel, dated the date hereof (i) confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all are in compliance with the applicable rules and regulationsrequirements adopted by the Commission and the PCAOB and is in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Prospectus and the Prospectus, as of a date not more than three (3) days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (f) On the Closing Date, the Underwriters shall have received from Ernst & Young LLP a letter (the “bring-down letter”), in form and substance satisfactory to the Managers, addressed to the Underwriters and dated the Closing Date, (i) confirming that it is an independent registered public accounting firm within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the Commission and the PCAOB and is in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five three (53) days prior to such datethe date of the bring-down letter), the its conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such the initial letter and (iii) confirming in all material respects the conclusions and findings set forth in the initial letter. (fg) Subsequent On the Closing Date, the General Partner shall have furnished to the execution Underwriters a certificate, dated the Closing Date of its Chief Financial Officer stating that: (i) the representations, warranties and delivery agreements of the Partnership in this Agreement are true and correct on and as of the Closing Date, and the Partnership has complied with all the agreements contained herein and satisfied all the conditions to be performed or satisfied hereunder at or prior to the Closing Date; (ii) the Prospectus has been timely filed with the Commission; no stop order suspending the effectiveness of the Registration Statement has been issued; and no proceedings or examination for that purpose have been instituted or, if earlierto the knowledge of such officers, threatened by the dates as Commission; no notice pursuant to Rule 401(g)(2) of which the Rules and Regulations has been received; any request of the Commission for inclusion of additional information is given in the Registration Statement (exclusive or the Prospectus or otherwise has been disclosed to the Underwriters and complied with; and the Commission has not notified the Partnership of any objection to the use of the form of the Registration Statement or any post-effective amendment thereofthereto; (iii) they have carefully examined the Registration Statement, the Prospectus and the Time of Sale Prospectus, and, in their opinion, (A) (1) the Registration Statement, as of the Effective Date, (2) the Prospectus, as of its date and on the Closing Date, and (3) the Time of Sale Prospectus, as of the Time of Sale, did not and do not contain any untrue statement of a material fact and did not and do not omit to state a material fact (i) solely in the case of the Registration Statement required to be stated therein or (ii) necessary to make the statements therein not misleading (in the case of the Prospectus or the Time of Sale Prospectus, in the light of the circumstances under which such statements were made), except, in the case of the Time of Sale Prospectus, that the price of the Notes and disclosures directly relating thereto are included in the Prospectus, and (B) since the Effective Date, no event has occurred that should have been set forth in a supplement or amendment to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus that has not been so set forth; and (iv) no event contemplated in Section 7(h) or 7(i) has occurred in respect of the Partnership Entities. (A) The Partnership Entities (taken as a whole) shall not have sustained since the date of the latest audited financial statements included or incorporated by reference in the most recent preliminary prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Time of Sale Prospectus and the Prospectus (exclusive or shall have become a party to or the subject of any supplement thereto)litigation, court or governmental action, investigation, order or decree which is materially adverse to the Partnership Entities, taken as a whole and (B) since such date there shall not have been any material adverse change in the partners’ or members’ capital, capital stock or short-term or long-term debt of the Company or any change or development involving a change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the CompanyPartnership Entities, taken as a whole, including but not limited to or any change, or any development involving a prospective material adverse change, in or affecting the occurrence general affairs, operations, business, prospects, capitalization, management, financial position, securityholders’ equity or results of any fireoperations of the Partnership Entities, floodtaken as a whole, storm, explosion, accident, act otherwise than as set forth or contemplated in the Time of war or terrorism or other calamitySale Prospectus and the Prospectus, the effect of which, in any such case described abovein clause (A) or (B), isis to make it, in the reasonable judgment of the RepresentativeManagers, so material and adverse as to make it impracticable or inadvisable to proceed with the sale public offering or the delivery of Securities the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus (i) Subsequent to the execution and delivery of this Agreement, if any debt securities of the Partnership are rated by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, (i) no downgrading shall have occurred in the rating accorded such debt securities (including the Notes) and (ii) no such organization shall have publicly announced that it has under surveillance or Offering as contemplated herebyreview, with possible negative implications, its rating of any securities of the Partnership. (gj) The Representative If any event shall have received occurred on or prior to the Closing Date that requires the Partnership to prepare an amendment or supplement to the Prospectus, such amendment or supplement shall have been prepared, the Managers shall have been given a lock-up agreement from each Lock-Up Partyreasonable opportunity to comment thereon as provided in Section 5(a)(iv) hereof, duly executed by and copies thereof shall have been delivered to the applicable Lock-Up Party, Managers reasonably in each case substantially in the form attached as Annex II. (h) The Common Stock and the Warrants are registered under the Exchange Act and, as advance of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligible. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (jk) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state governmental agency or foreign governmental or regulatory authority that body which would, as of the Closing Date, prevent the issuance or sale of the SecuritiesNotes; and no injunction injunction, restraining order or order of any federal, other nature by any federal or state or foreign court of competent jurisdiction shall have been issued that would, as of the Closing Date, Date which would prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requestedNotes. (l) The Company Partnership shall have entered into a warrant agreement (furnished the “Warrant Agreement”) with Nevada Agency Managers such additional documents and Trust Company, certificates as warrant agent the Managers or counsel for the WarrantsUnderwriters may reasonably request. If any of the conditions specified All opinions, letters, evidence and certificates mentioned above or elsewhere in this Section 7 Agreement shall not have been fulfilled when and as required by this Agreement, or be deemed to be in compliance with the provisions hereof only if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory they are in form and substance reasonably satisfactory to the Representative Underwriters and to counsel for the Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.

Conditions of Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder are subject to purchase the accuracy, at and pay for as of the Firm Shares date hereof and Firm Warrants or any Option the First Closing Date (as if made at the First Closing Date) and, with respect to the Optional Securities, the Option Closing Date (as if made at the case may beOption Closing Date), as provided herein shall be subject to: (i) the accuracy of the representations and warranties of the Company herein containedcontained herein, as of the date hereof and as of the Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its obligations hereunder, hereunder and (iv) each of to the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.: (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M.4 p.m., New York City Eastern time, on the date of this Agreement, or at such later time and date as the Representative shall approve and all filings required by Rules 424, 430A and 433 under the Securities Act shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time periodmade; and, at or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus thereof shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests and any request of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction. (b) No Underwriter shall have advised the Company that the Registration Statement, the Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, contains an untrue statement of fact which, in the Representative’s opinion, is material, or omits to state a fact which, in the Representatives opinion, is material and is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) On each Closing Date, the Representative shall have received the favorable opinion and negative assurance letter of Oxxxxx Gxxxxxxx Frome Rxxxxxxxxx & Wxxxxxx LLP, counsel for the Company, dated as of such Closing Date, the form of which is attached as Exhibit B. (d) On each Closing Date, the Representative shall have received the favorable opinion of Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, intellectual property counsel for the Company, dated as of such Closing Date, the form of which is attached as Exhibit C. (e) On each Closing Date the Representative shall have received the favorable opinion of Sichenzia Rxxx Xxxxxxxx Xxxxxxx LLP, counsel for the Underwriters, dated as of such Closing Date, in form and substance satisfactory to the Representative. (f) There shall have been furnished to the Representative a certificate of the Company, dated as of each Closing Date and addressed to the Representative, signed by the Chief Executive Officer and by the Chief Financial Officer of the Company to the effect that: (i) The representations and warranties of the Company in this Agreement are true and correct, as if made at and as of such Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date; (ii) No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been initiated or are pending or, to their knowledge, contemplated; (iii) Any and all filings required by Rules 424, 430A, 430B and 430C under the Securities Act have been timely made; (iv) The signers of said certificate have carefully examined the Registration Statement and the Disclosure Package and the Prospectus, and any amendments or supplements thereto, and such documents contain all statements and information required to be included therein; the Registration Statement or any amendment thereto does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Disclosure Package and the Prospectus or any supplements thereto do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (v) Since the effective date of the Registration Statement, there has occurred no event required to be set forth in an amendment or supplement to the Registration Statement or the Disclosure Package and the Prospectus which has not been so set forth; and (vi) Since the effective date of the Registration Statement, the Company shall not have sustained any loss by strike, fire, flood, accident or other calamity (whether or not insured), nor shall it have become a party to or the subject of any litigation, which is material to the Company taken as a whole, nor shall there have been a material adverse change in the general affairs, business, key personnel, capitalization, financial position, earnings or net worth of the Company, whether or not arising in the ordinary course of business, which loss, litigation or change, in the Representative’s judgment, shall render it inadvisable to proceed with the delivery of the Securities. (g) On the date hereof, and on each Closing Date, the Representative shall have received from J.X. Xxxx LLP, independent public or certified public accountants for the Company, a letter dated the date hereof addressed to the Representative, on behalf of the several Underwriters, in form and substance satisfactory to the Representative, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited and unaudited financial statements and certain financial information contained in the Registration Statement and the Prospectus (and the Representative shall have received an additional five conformed copies of such accountants’ letter for each of the several Underwriters). (h) The “lock-up” agreements between the Representatives and the stockholders, officers and directors of the Company listed on Schedule II, delivered to the Representative on or before the date hereof, shall be in full force and effect on each Closing Date. (i) Since the date of the Prospectus, there has not been a Material Adverse Effect. (j) On or before each Closing Date, the Representative and counsel for the Underwriters shall have received such information, certificates, agreements, opinions and other documents as they may reasonably require. (k) On or before the First Closing Date, the Common Stock shall have been approved for listing on the NYSE Amex LLC. (l) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (b) The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative shall have received the favorable written . All such opinions, certificates, letters and documents shall be in each case compliance with the provisions hereof only if they are satisfactory in form satisfactory and substance to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal to counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. (e) On the date of this Agreement and on the Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term debt of the Company or any change or development involving a change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated hereby. (g) The Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Annex II. (h) The Common Stock and the Warrants are registered under the Exchange Act and, as of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have furnish the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligible. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) The Company shall have furnished the Underwriters and Underwriters’ Counsel Representative with such other conformed copies of such opinions, certificates, opinions or letters and other documents as they may have the Representative shall reasonably requested. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent for the Warrantsrequest. If any of the conditions specified in this Section 7 6 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory in form Agreement and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative canceled at, or at any time prior to, the consummation First Closing Date or the Option Closing Date, as the case may be, by the Representative. Any such cancellation shall be without liability of the ClosingUnderwriters to the Company. Notice of such cancellation shall be given to the Company in writing writing, or orally. Any such oral notice shall be by telegraph or telephone and confirmed promptly thereafter in writing.

Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as the case may beUnits, as provided herein shall be subject to: (i) the accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 6 of any material misstatement or omission, (iii) the performance by the Company of its obligations hereunder, and (iv) each of the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing. (a) The Registration Statement shall have become effective and all necessary regulatory and or listing approvals shall have been received not later than 5:30 P.M.p.m., New York City time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof hereof and a form of the Prospectus containing information relating to the description of the Transaction Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior to the Closing Date and or the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests any request of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (b) The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading; provided, however, that if in the Representative’s opinion such deficiency is curable Representative shall have given the Company reasonable notice of such deficiency and a reasonable chance to cure such deficiency. (c) The Representative shall have received the favorable written opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case opinions of (i) Mintz, Levin, Cohn, Ferris, Glovsky and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities Popeo PC legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; Representative substantially in the form attached hereto as Annex II, and (ii) Fish Pxxxxxxxx & Xxxxxxxxxx LLPPxxxxxxxx, patent P.C., intellectual property legal counsel to the Company, Company dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for Representative substantially in the Company, dated form attached hereto as of the Closing Date and addressed to the UnderwritersAnnex III. (d) The Representative shall have received certificates of each a certificate of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, Date to the effect that: (i) the conditions condition set forth in subsection (a) of this Section 7 have 6 has been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof this Agreement are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businessesbusiness, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included or incorporated by reference in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so includedincluded or incorporated by reference, and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, Prospectus there has not been any Material Adverse Change Effect or any development involving a prospective Material Adverse ChangeEffect, whether or not arising from transactions in the ordinary course of business. (e) On the date of this Agreement and on the Closing Date, the Representative shall have received a “cold comfort” letter from PMB Xxxxx Xxxxxxx the Auditor as of each such date, the date of delivery and addressed to the Underwriters Representative and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules the Rules and regulationsRegulations, and stating, as of such the date of delivery (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to the date of such dateletter), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement and the Prospectus covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, and prior to the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto)Closing Date, there shall not have been any change in the capital stock or long-term debt of the Company or any change or development involving a change, whether that would cause, or not arising from transactions in the ordinary course of businessreasonably be expected to cause, in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a wholeMaterial Adverse Effect, including but not limited to to/from the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable sole judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale Offering on the terms and in the manner contemplated in the Prospectus (exclusive of Securities or Offering as contemplated herebyany supplement). (g) The Prior to the execution and delivery of this Agreement, the Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached hereto as Annex II.I. (h) The Common Stock and the Warrants are registered under the Exchange Act and, as of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Nasdaq Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminateto, or likely to have the effect of terminating, terminating the registration of the Warrants or Common Stock or the Warrants under the Exchange Act or delisting or suspending the from trading its Common Stock or the Warrants from trading on the NASDAQ Nasdaq Capital Market, nor will has the Company have received any information suggesting that the Commission or the NASDAQ Nasdaq Capital Market is contemplating terminating such registration or of listing. The Securities Preferred Stock, the Warrants, the Underlying Shares and the shares of Common Stock underlying the Underwriters’ Warrants shall be DTC eligible. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the any Transaction Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the any Transaction Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) The Company shall have furnished the Underwriters Representative and Underwriters’ Counsel with a Certificate of Good Standing for the Company certified by the Secretary of State of Delaware. (l) The Company shall have furnished the Representative and Underwriters’ Counsel with such other certificates, opinions or other documents as they may have reasonably requested. (lm) On the Closing Date, there shall have been issued to the Underwriters, a Representatives’ Warrant in the form attached hereto as Annex IV. (n) The Company Certificate of Designations shall have entered into a warrant agreement (been duly filed with the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent for the WarrantsSecretary of State of Delaware. If any of the conditions specified in this Section 7 6 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 6 shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orallyby telephone. Any such oral telephone notice shall be confirmed promptly thereafter in writing.

Conditions of Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder are subject to purchase the accuracy, on and pay for as of the Firm Shares date of the Underwriting Agreement and Firm Warrants or any Option Securitiesthe Closing Date, as the case may be, as provided herein shall be subject to: (i) the accuracy of the representations and warranties of the Guarantor and the Company herein containedcontained herein, as to the accuracy of the date hereof and as statements of the Closing DateGuarantor and the Company and the officers of their general partner made in any certificates delivered pursuant hereto, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by each of the Guarantor and the Company of its obligations hereunder, and (iv) to each of the following additional terms and conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.: (a) The Prospectus shall have been timely filed with the Commission in accordance with Section 4(a) of this Agreement, and, if applicable, the Rule 462(b) Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., by 10:00 a.m. New York City time, time on the business day following the date of this the Underwriting Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior Prior to the Closing Date and the actual time of the ClosingDate, no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus thereof shall have been issued; issued and no proceedings proceeding for the issuance of such an order that purpose shall have been initiated or threatenedthreatened by the Commission; all requests and any request of the Commission for inclusion of additional information (to be included in the Registration Statement, Statement or the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) otherwise shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness reasonable satisfaction of the underwriting terms and arrangementsUnderwriters. (b) The Representative Prospectus (and any amendments or supplements thereto) shall not have reasonably determined, been printed and advised copies distributed to the Company, Underwriters as promptly as practicable on or following the date of the Underwriting Agreement or at such other date and time as to which the Underwriters may agree. (c) None of the Underwriters shall have discovered and disclosed to the Guarantor or the Company on or prior to the Closing Date that the Registration Statement, the General Disclosure Package or the Prospectus, Prospectus or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, thereto contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinionopinion of counsel for the Underwriters, is material or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (cd) The Representative shall have received the favorable written opinions, in each case in form satisfactory All partnership proceedings and other legal matters incident to the Representative authorization, form and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates validity of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to the respective dates as of which information is given in the Registration Statement Transaction Documents and the Prospectus, there has not been any Material Adverse Change and all other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be satisfactory in all material respects to the Underwriters, and the Guarantor and the Company shall have furnished to the Underwriters all documents and information that they or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of businesstheir counsel may reasonably request to enable them to pass upon such matters. (e) On the date of this Agreement and on the Closing Date, the Representative Xxxxxx & Xxxxxx L.L.P. shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx furnished to the Underwriters their written opinion, as of each such datecounsel to the Guarantor and the Company, addressed to the Underwriters and dated the Closing Date, in form and substance reasonably satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect substantially to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given effect set forth in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letterAnnex A hereto. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term debt of the Company or any change or development involving a change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated hereby. (g) The Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Annex II. (h) The Common Stock and the Warrants are registered under the Exchange Act and, as of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligible. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent for the Warrants. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.

Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as the case may be, as provided herein shall be Securities hereunder are subject to: (i) the accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its obligations hereunder, and (iv) each of the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.: (a) (i) The Registration Statement shall have become effective Prospectus, and all necessary regulatory and listing approvals shall any supplement thereto, have been received not later than 5:30 P.M., New York City time, on filed in the date of this Agreement, or at such later manner and within the time period required by Rule 424(b) (without reference to Rule 424(b)(8)); the final term sheet contemplated by Section 5(t) hereto and date as shall have been consented any other material required to in writing be filed by the Representative. If the Company shall have elected pursuant to rely upon Rule 430A under the Securities Act, the Prospectus 433(d) shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior to the Closing Date periods prescribed for such filings by Rule 433 and the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or (ii) any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests request of the Commission for additional information (to be included in the Registration Statement, Statement or the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness satisfaction of the underwriting terms and arrangementsUnderwriters. (b) The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative shall have received the favorable written opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. (e) On the date of this Agreement and on the Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement Execution Time, or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) thereto), the Disclosure Package and the Prospectus (exclusive of any supplement theretoamendment thereof), there shall not have been occurred: (i) any change change, or any development involving a prospective change, in or affecting the capital stock condition (financial or long-term debt otherwise), earnings, business, properties, net worth, or results of operations of the Company or any change or development involving a changeand its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in the business, condition Disclosure Package and the Prospectus (financial exclusive of any amendments or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not limited supplements thereto subsequent to the occurrence date of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamitythis Agreement), the effect of which, in any such case described above, is, in the reasonable sole judgment of the Representative, Representatives is so material and adverse as to make it impracticable impractical or inadvisable to proceed with the sale offering or delivery of the Securities or Offering as contemplated herebyby the Registration Statement (exclusive of any amendments thereto), the Disclosure Package and the Prospectus (exclusive of any supplement thereto); or (ii) any event or development relating to or involving the Company and its subsidiaries or any officer or director of the Company and its subsidiaries which makes any statement made in the Disclosure Package or the Prospectus untrue or which, in the opinion of the Company and its counsel or the Representatives and their counsel, requires the making of any addition to or change in the Disclosure Package in order to state a material fact required by the Act or any other law to be stated therein, or necessary in order to make the statements therein not misleading, if amending or supplementing the Disclosure Package to reflect such event or development would, in the opinion of the Representatives, adversely affect the market for the Securities. (c) The Representatives shall have received on the Closing Date opinions of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel for the Company, dated as of such date and addressed to the Representatives, substantially in the forms attached hereto as Exhibit A. (d) The Representatives shall have received on the Closing Date an opinion of Hunton & Xxxxxxxx LLP, counsel for the Underwriters, dated as of such date and addressed to the Representatives with respect to such matters as the Underwriters may request. (e) The Representatives shall have received letters addressed to the Underwriters and dated as of the date hereof and as of the Closing Date from Ernst & Young LLP, independent registered public accounting firm, substantially in the form heretofore approved by the Underwriters; provided that the letter delivered on the date hereof and on the Closing Date shall use a “cut-off” date no more than three (3) Business Days prior to such dates. (f) (A) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been taken or, to the knowledge of the Company, shall be contemplated by the Commission at or prior to the Closing Date; (B) there shall not have been any material change in the capital stock of the Company nor any material increase in the short-term or long-term debt (including any off-balance sheet activities or transactions) of the Company and its subsidiaries (other than in the ordinary course of business) from that set forth or contemplated in the Registration Statement, the Disclosure Package or the Prospectus (or any amendment or supplement thereto); (C) there shall not have been, since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus (or any amendment or supplement thereto), except as may otherwise be stated in the Registration Statement, the Disclosure Package and Prospectus (or any amendment or supplement thereto), any material adverse change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company or its subsidiaries; (D) the Company and its subsidiaries shall not have any liabilities or obligations (financial or other), direct or contingent (whether or not in the ordinary course of business), that are material to the Company or its subsidiaries, other than those reflected in the Registration Statement or the Disclosure Package and the Prospectus (or any amendment or supplement thereto); and (E) all the representations and warranties of the Company contained in this Agreement shall be true and correct at and as of the Execution Time and on and as of the Closing Date as if made at and as of such time or on and as of such date, and the Representatives shall have received a certificate, dated the Closing Date and signed by either the chief executive officer or chief operating officer and the chief financial officer of the Company (or such other officers as are acceptable to the Representatives), to the effect set forth in this Section 8(f) and in Section 8(g) hereof. (g) The Representative Company shall not have received a lock-up agreement from each Lock-Up Partyfailed at or prior to the Closing Date to have performed or complied with any of its agreements herein contained and required to be performed or complied with by it hereunder or under the Indenture, duly executed by at or prior to the applicable Lock-Up Party, in each case substantially in the form attached as Annex IIClosing Date. (h) The Common Stock and Subsequent to the Warrants are registered Execution Time, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Section 3(a)(62) under the Exchange Act and, as Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligiblepossible change. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) The Company shall have furnished or caused to be furnished to the Representatives such further certificates and documents as the Representatives shall have requested. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to the Representatives and their counsel. Any certificate or document signed by any officer of the Company and delivered to the Underwriters, or to counsel for the Underwriters, shall be deemed a representation and warranty by the Company to the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (to the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent for the Warrantsstatements made therein. If any of the conditions specified in this Section 7 8 shall not have been fulfilled in all material respects when and as required by provided in this Agreement, or if any of the certificates, opinions, written statements opinions and certificates mentioned above or letters furnished to the Representative or to Underwriters’ Counsel pursuant to elsewhere in this Section 7 Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representative Representatives and to counsel for the Underwriters’ Counsel, this Agreement and all obligations of the Underwriters hereunder may be cancelled canceled by the Representative Representatives at, or at any time prior to, the consummation of the ClosingClosing Date. Notice of such cancellation shall be given to the Company in writing or orallyby telephone or facsimile confirmed in writing. Any such oral notice With respect to the Closing Date, the documents required to be delivered by this Section 8 shall be confirmed promptly thereafter in writingdelivered at the offices of Hunton & Xxxxxxxx LLP, Attn: Xxxxxxxxxxx X. Xxxxx, Esq., counsel for the Underwriters, at 000 Xxxxxxxxx Xxxxxx, X.X., Bank of America Plaza, Suite 4100, Xxxxxxx, Xxxxxxx 00000 on or prior to such date.

Conditions of Underwriters’ Obligations. The respective obligations of the Underwriters hereunder are subject to purchase the accuracy, when made and pay for on the Firm Shares and Firm Warrants or any Option Securities, as the case may be, as provided herein shall be subject to: (i) the accuracy Closing Date of the representations and warranties of the Company herein containedPartnership contained herein, as of the date hereof and as of the Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company Partnership of its obligations hereunder, to the accuracy of the statements of the Partnership made in any certificates delivered pursuant hereto, and (iv) to each of the following additional terms and conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.: (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals Prospectus shall have been received not later than 5:30 P.M., New York City time, on timely filed with the date of this Agreement, or at such later time and date as shall have been consented Commission; any material required to in writing be filed by the Representative. If the Company shall have elected Partnership pursuant to rely upon Rule 430A 433(d) under the Securities Act, the Prospectus Act shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time periodperiods prescribed for such filings by Rule 433; and, at the Partnership shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or prior referred to after the Closing Date and the actual time of the Closing, date hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending thereof or preventing or suspending the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (b) The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative shall have received the favorable written opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor proceeding for that purpose shall have been initiated or threatened by the Commission, (vi; no notice pursuant to Rule 401(g)(2) there are no pro forma or as adjusted financial statements that are required to be included of the Securities Act shall have been received; any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been disclosed to the Underwriters and complied with to their satisfaction; and the Prospectus pursuant Commission shall not have notified the Partnership of any objection to the Rules and Regulations which are not so included, and (vii) subsequent to use of the respective dates as form of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of businessStatement. (eb) On All partnership and limited liability company proceedings and other legal matters incident to the date authorization, execution and delivery of this Agreement and on the Closing DateDebt Documents, the Representative authorization, execution and filing of the Registration Statement, the Prospectus and any Issuer Free Writing Prospectus, and all other legal matters relating to the Debt Documents and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Partnership shall have received a “comfort” letter from PMB Xxxxx furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (c) Xxxxxx & Xxxxxxx LLP shall have furnished to the Underwriters its written opinions and negative assurance letter, as of each such datecounsel to the General Partner and the Partnership, addressed to the Underwriters and dated the Closing Date, in the form and substance reasonably satisfactory to the Managers and their counsel. (d) The Underwriters shall have received from Xxxxxxx Xxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the sale of the Notes and other related matters as the Underwriters may reasonably require, and the Partnership shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (e) At the time of execution of this Agreement, the Underwriters shall have received from Ernst & Young LLP a letter (the “initial letter”), in form and substance satisfactory to the Representative Managers, addressed to the Underwriters and Underwriters’ Counsel, dated the date hereof (i) confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all are in compliance with the applicable rules and regulationsrequirements adopted by the Commission and the PCAOB and is in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Time of Sale Prospectus and the Prospectus, as of a date not more than three (3) days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (f) On the Closing Date, the Underwriters shall have received from Ernst & Young LLP a letter (the “bring-down letter”), in form and substance satisfactory to the Managers, addressed to the Underwriters and dated the Closing Date, (i) confirming that it is an independent registered public accounting firm within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the Commission and the PCAOB and is in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five three (53) days prior to such datethe date of the bring-down letter), the its conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such the initial letter and (iii) confirming in all material respects the conclusions and findings set forth in the initial letter. (fg) Subsequent On the Closing Date, the General Partner shall have furnished to the execution Underwriters a certificate, dated the Closing Date of any of its Senior Vice Presidents and delivery its Chief Financial Officer stating that: (i) the representations, warranties and agreements of the Partnership in this Agreement are true and correct on and as of the Closing Date, and the Partnership has complied with all the agreements contained herein and satisfied all the conditions to be performed or satisfied hereunder at or prior to the Closing Date; (ii) the Prospectus has been timely filed with the Commission; no stop order suspending the effectiveness of the Registration Statement has been issued; and no proceedings or examination for that purpose have been instituted or, if earlierto the knowledge of such officers, threatened by the dates as Commission; no notice pursuant to Rule 401(g)(2) of which the Securities Act has been received; any request of the Commission for inclusion of additional information is given in the Registration Statement (exclusive or the Prospectus or otherwise has been disclosed to the Underwriters and complied with; and the Commission has not notified the Partnership of any objection to the use of the form of the Registration Statement or any post-effective amendment thereofthereto; (iii) they have carefully examined the Registration Statement, the Prospectus and the Time of Sale Prospectus, and, in their opinion, (A) (1) the Registration Statement, as of the Effective Date, (2) the Prospectus, as of its date and on the Closing Date, and (3) the Time of Sale Prospectus, as of the Time of Sale, did not and do not contain any untrue statement of a material fact and did not and do not omit to state a material fact (i) solely in the case of the Registration Statement required to be stated therein or (ii) necessary to make the statements therein not misleading (in the case of the Prospectus or the Time of Sale Prospectus, in the light of the circumstances under which such statements were made), except, in the case of the Time of Sale Prospectus, that the price of the Notes and disclosures directly relating thereto are included in the Prospectus, and (B) since the Effective Date, no event has occurred that should have been set forth in a supplement or amendment to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus that has not been so set forth; and (iv) no event contemplated in Section 7(h) or 7(i) has occurred in respect of the Partnership Entities. (A) The Partnership Entities (taken as a whole) shall not have sustained since the date of the latest audited financial statements included or incorporated by reference in the most recent Preliminary Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Time of Sale Prospectus and the Prospectus (exclusive or shall have become a party to or the subject of any supplement thereto)litigation, court or governmental action, investigation, order or decree which is materially adverse to the Partnership Entities, taken as a whole and (B) since such date there shall not have been any material adverse change in the partners’ or members’ capital, capital stock or short-term or long-term debt of the Company or any change or development involving a change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the CompanyPartnership Entities, taken as a whole, including but not limited to or any change, or any development involving a prospective material adverse change, in or affecting the occurrence general affairs, operations, business, prospects, capitalization, management, financial position, securityholders’ equity or results of any fireoperations of the Partnership Entities, floodtaken as a whole, storm, explosion, accident, act otherwise than as set forth or contemplated in the Time of war or terrorism or other calamitySale Prospectus and the Prospectus, the effect of which, in any such case described abovein clause (A) or (B), isis to make it, in the reasonable judgment of the RepresentativeManagers, so material and adverse as to make it impracticable or inadvisable to proceed with the sale public offering or the delivery of Securities the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus (i) Subsequent to the execution and delivery of this Agreement, if any debt securities of the Partnership are rated by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act, (i) no downgrading shall have occurred in the rating accorded such debt securities (including the Notes) and (ii) no such organization shall have publicly announced that it has under surveillance or Offering as contemplated herebyreview, with possible negative implications, its rating of any securities of the Partnership. (gj) The Representative If any event shall have received occurred on or prior to the Closing Date that requires the Partnership to prepare an amendment or supplement to the Prospectus, such amendment or supplement shall have been prepared, the Managers shall have been given a lock-up agreement from each Lock-Up Partyreasonable opportunity to comment thereon as provided in Section 5(a)(iv) hereof, duly executed by and copies thereof shall have been delivered to the applicable Lock-Up Party, Managers reasonably in each case substantially in the form attached as Annex II. (h) The Common Stock and the Warrants are registered under the Exchange Act and, as advance of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligible. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (jk) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state governmental agency or foreign governmental or regulatory authority that body which would, as of the Closing Date, prevent the issuance or sale of the SecuritiesNotes; and no injunction injunction, restraining order or order of any federal, other nature by any federal or state or foreign court of competent jurisdiction shall have been issued that would, as of the Closing Date, Date which would prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (k) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requestedNotes. (l) The Company Partnership shall have entered into a warrant agreement (furnished the “Warrant Agreement”) with Nevada Agency Managers such additional documents and Trust Company, certificates as warrant agent the Managers or counsel for the WarrantsUnderwriters may reasonably request. If any of the conditions specified All opinions, letters, evidence and certificates mentioned above or elsewhere in this Section 7 Agreement shall not have been fulfilled when and as required by this Agreement, or be deemed to be in compliance with the provisions hereof only if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory they are in form and substance reasonably satisfactory to the Representative Underwriters and to counsel for the Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.

Conditions of Underwriters’ Obligations. The several obligations of the Underwriters to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as the case may beAdditional Shares, as provided herein herein, shall be subject to: (i) to the accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date, Date (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its obligations hereunder, and (iv) each of the following additional conditions. For for purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securitiesany Additional Closing Date, as if different, for the case may beAdditional Shares), to the performance by the Company of all of its obligations hereunder, and to each of the foregoing and following conditions must be satisfied as of each Closing.additional conditions: (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(bSection 4(a) within the applicable time periodhereof; and, at or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or any part thereofpost-effective amendment thereto, or any amendment thereof, nor and no stop order suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Preliminary Prospectus, any Issuer Free Writing Prospectus or otherwise) the Prospectus, shall have been issued by the Commission and no proceedings therefor shall have been initiated or threatened by the Commission; all requests for additional information on the part of the Commission shall have been complied with to the Representative’s your reasonable satisfaction; and FINRA if the Company has elected to rely on Rule 462(b) under the Securities Act, the Rule 462(b) Registration Statement shall have raised no objection to become effective by 10:00 p.m. (New York City time) on the fairness date of this Agreement; and reasonableness of the underwriting terms and arrangementsall necessary regulatory or stock exchange approvals shall have been received. (b) The Representative shall not have reasonably determined, and advised At the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative Closing Date you shall have received the favorable written opinionsopinion of TroyGould PC, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; , in form and substance satisfactory to you, to the effect set forth in Exhibit A hereto. (iic) Fish & Xxxxxxxxxx LLPAt the Closing Date you shall have received the written opinion of Xxxxxx McKonkie, patent legal intellectual property counsel to for the Company, dated as of the Closing Date and addressed to the Underwriters; , in form and substance satisfactory to you, to the effect set forth in Exhibit B hereto. (iiid) Xxxxxxxxxxxx O’Xxxxxx At the Closing Date you shall have received the written opinion of Xxxxxxxxx & Xxxxxxx Kindness PLLCLLP, trademark legal regulatory counsel for the Company, dated as of the Closing Date and addressed to the Underwriters, in form and substance satisfactory to you, to the effect set forth in Exhibit C hereto. (de) The Representative At the Closing Date, you shall have received certificates the written opinion of each Underwriters’ Counsel, dated the Closing Date and addressed to the Underwriters, in form and substance satisfactory to you, with respect to the issuance and sale of the Shares, the Registration Statement, the Pricing Disclosure Package, the Prospectus and such other matters as you may require, and the Company shall have furnished to Underwriters’ Counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. (f) At the Closing Date you shall have received a certificate of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, in form and substance satisfactory to you, as to the effect that: (i) accuracy of the conditions representations and warranties of the Company set forth in subsection (a) of this Section 7 have been satisfied, (ii) 1 hereof as of the date hereof and as of the Closing Date, as to the representations and warranties of performance by the Company set forth in Section 2 hereof are accurate, (iii) as of all of its obligations hereunder to be performed at or prior to the Closing Date, all agreements, conditions and obligations of as to the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied withmatters set forth in subsections (a), (ivh) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, and (vi) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so includedthis Section 7, and (vii) subsequent as to the respective dates such other matters as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of businessyou may reasonably request. (eg) On At the time this Agreement is executed and at the Closing Date, you shall have received a comfort letter, from KMJ Xxxxxx & Company, independent public accountants for the Company, dated, respectively, as of the date of this Agreement and on as of the Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative Underwriters and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning containing statements and information of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect type ordinarily included in accountants’ “comfort letters” to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm underwriters with respect to the financial statements and certain financial information and other matters relating to contained in the Registration Statement covered by such letterStatement, the Pricing Disclosure Package and the Prospectus. (fh) Subsequent to the execution and delivery No event or condition of this Agreement ora type described in Section 1(h) hereof shall have occurred or shall exist, if earlier, the dates as of which information event or condition is given not described in the Registration Statement Pricing Disclosure Package (exclusive of excluding any amendment thereofor supplement thereto) and the Prospectus (exclusive of excluding any amendment or supplement thereto), there shall not have been any change in the capital stock or long-term debt of the Company or any change or development involving a change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, ) and the effect of which, in any such case described above, is, which in the reasonable judgment of the Representative, so material and adverse as to make Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of Securities the Shares on the Closing Date or Offering the Additional Closing Date, as the case may be, on the terms and in the manner contemplated herebyby this Agreement, the Pricing Disclosure Package and the Prospectus. (gi) On or after the Applicable Time, (i) no downgrading shall have occurred in the rating accorded any securities of the Company’s by any “nationally recognized statistical rating organization”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any securities of the Company. (j) No Underwriter shall have discovered and disclosed to the Company on or prior to such Closing Date that the Registration Statement, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, contains an untrue statement of a fact which, in the opinion of Underwriters’ Counsel, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (k) The Representative Representatives shall have received a lock-up agreement from each duly executed Lock-Up Party, duly executed by Agreement from each person who is a director or officer of the applicable Lock-Up PartyCompany and each other person or entity listed on Schedule IV hereto, in each case substantially in the form attached hereto as Annex II.Exhibit D. (hl) The Common Stock and the Warrants are registered under the Exchange Act and, as of At the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action Shares shall have been provided approved for quotation on NASDAQ, subject only to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect official notice of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligibleissuance. (im) At the Closing Date, FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, arrangements for the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewithOffering. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (kn) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or other documents as they may have reasonably requested. (lo) The Company shall have entered into received all necessary waivers of existing lock-up arrangements between it and the underwriters of its initial public offering necessary to permit the initial filing of the Registration Statement, the execution of a warrant definitive underwriting agreement (by it and other actions necessary to consummate the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent for the WarrantsOffering. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative you or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory in form and substance to the Representative Representatives and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative Representatives at, or at any time prior to, the consummation Closing Date and the obligations of the ClosingUnderwriters to purchase the Additional Shares may be cancelled by the Representatives at, or at any time prior to, the Additional Closing Date. Notice of such cancellation shall be given to the Company in writing or orallyby telephone. Any such oral telephone notice shall be confirmed promptly thereafter in writing.

Conditions of Underwriters’ Obligations. The obligations of the Underwriters Underwriter to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as the case may beprovided herein, as provided herein shall be subject to: (i) to the continuing accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date, (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel accuracy of the statements of officers of the Company made pursuant to this Section 7 of any misstatement or omission, (iii) the provisions hereof and to the performance by the Company of its obligations hereunder, hereunder and (iv) each of to the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.: (a) a. The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M.5:00 p.m., New York City time, on the date of this Agreement, Agreement or at such later date and time and date as shall have been be consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Actyou, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior to the Closing Date and the actual time of the ClosingDate, no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; issued and no proceedings for the issuance of such an order that purpose shall have been initiated instituted or threatened; all requests shall be pending or contemplated by the SEC and any request on the part of the Commission SEC for additional information (to be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness reasonable satisfaction of the underwriting terms and arrangementsUnderwriter's Counsel. (b) The Representative shall not have reasonably determined, and advised b. At the Company, that the Registration StatementClosing Date, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative Underwriter shall have received the favorable written opinionsopinion of Broad and Cassxx, in each case in form satisfactory xxunsel to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, Company dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. (e) On the date of this Agreement and on the Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, addressed to the Underwriters Underwriter and in form and substance satisfactory to the Representative and Underwriters’ Underwriter's Counsel, confirming that they are independent certified public accountants with respect to the effect that: (1) the Company within (A) has been incorporated under the meaning of the Securities Florida Business Corporations Act and all applicable rules its status is active, (B) is qualified and regulationsin good standing as a foreign corporation in each jurisdiction in which, to such counsel's knowledge, its ownership or leasing of any properties or the character of its operations requires such qualifications, except where failure to do so would have a material adverse effect on the Company, and stating, (C ) has all requisite power and authority to own or lease its properties and conduct its business as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given described in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter.; (f2) Subsequent to the execution Shares, Underwriter's Warrants and delivery of this Agreement orthe Common Shares have been duly authorized and are, if earlier, the dates as of which information is given or in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term debt case of the Company or any change or development involving a changeUnderwriter's Warrants, whether or not arising from transactions in the ordinary course of businesswill be, in the businessupon exercise and payment therefor, condition (financial or otherwise)validly issued, results of operations, shareholders’ equity, properties or prospects fully paid and non-assessable securities of the Company, taken as a whole, including but and the holders thereof are not limited and will not be subject to the occurrence personal liability by reason of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any being such case described above, is, in the reasonable judgment holders; none of the RepresentativeShares, so material and adverse as to make it impracticable Underwriter's Warrants or inadvisable to proceed with the sale of Securities or Offering as contemplated hereby. (g) The Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Annex II. (h) The Common Stock and the Warrants are registered under the Exchange Act and, as of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligible. Shares (i) FINRA shall have confirmed that it has not raised are subject to any objection with respect to the fairness and reasonableness preemptive or similar contractual rights of any stockholder of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations reason of the Company. (k) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust Company's certificate of incorporation, as warrant agent amended, or any applicable statute; or (ii) are subject to any preemptive, or, to such counsel's knowledge, similar contractual rights of any stockholder of the Company by reason of any agreement to which the Company is a party; all corporate action required to be taken for the Warrants. If any authorization, issue and sale of such securities has been duly and validly taken; if issued, the conditions specified in this Section 7 Underwriter's Warrants shall not have been fulfilled when constitute, valid and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all binding obligations of the Underwriters hereunder may be cancelled by the Representative atCompany to issue and sell, or at any time prior toupon exercise thereof and payment therefor, the consummation number and type of securities of the Closing. Notice of such cancellation shall be given to Company called for thereby; and the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.certificates representing the Shares and the

Conditions of Underwriters’ Obligations. The Primary Parties and the Representative agree that the issuance and the sale of the Shares and the issuance and sale of Securities in the Subscription Offering and the Community Offering and all obligations of the Underwriters hereunder are subject to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as the case may be, as provided herein shall be subject to: (i) the accuracy of the representations and warranties of the Company Primary Parties herein contained, contained as of the date hereof and as the Time of Delivery, to the accuracy of the Closing Datestatements of officers and trustees of the MHC, (ii) the absence from any certificatesofficers and directors of the Mid-Ties, opinions, written statements or letters furnished the Company and the Bank made pursuant to the Representative or provisions hereof, to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company Primary Parties of its their obligations hereunder, and (iv) each of to the following additional further conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.: (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time periodperiod prescribed for such filing by the Securities Act Regulations and in accordance with Section 3(a) hereof (or a post-effective amendment shall have been filed and declared effective in accordance with the requirements of Rule 430A); and, at or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement Statement, including any post-effective amendment thereto, shall have been issued under the Securities Act or any part thereofproceedings therefor initiated or, to the knowledge of the Company, threatened by the Commission, no order suspending the Offerings or any amendment thereof, nor suspending or preventing the authorization for final use of the General Disclosure PackageProspectus, including any prospectus included in a post-effective amendment to the Prospectus Registration Statement, shall have been issued or proceedings therefor initiated or, to the knowledge of the Company, threatened by the Commission, or the FRB and no order suspending the sale of the Shares in any Issuer Free Writing Prospectus jurisdiction shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (b) The At the Time of Delivery, the Representative shall not have received: (1) The favorable opinion, dated as of the Time of Delivery, of Xxxxxxx Procter LLP, counsel for the Primary Parties, in form and substance satisfactory to counsel for the Underwriters, as attached hereto as Exhibit B. (2) The favorable opinion, dated as of the Time of Delivery, of Xxxx Xxxxxx, PC, counsel for the Underwriters, as to such matters as the Representative may reasonably determinedrequire. (3) In addition to giving their opinions required by subsections (b)(l) and (b)(2), respectively, of this Section, Xxxxxxx Procter LLP and advised the CompanyXxxx Xxxxxx, PC shall each additionally state that nothing has come to their attention that would lead them to believe that the Registration StatementStatement (except for financial statements and schedules and other financial, pro forma or statistical data included therein, as to which counsel need make no statement), at the General Disclosure Package or time it initially became effective (and at the Prospectustime any post-effective amendment was declared effective), or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains contained an untrue statement of a material fact which, in the Representative’s reasonable opinion, is material, or omits omitted to state a material fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus (except for financial statements and schedules and other financial, pro forma or statistical data included therein, as to which counsel need make no statement), at the time the Registration Statement became effective, as of the date of the Prospectus or at the Time of Delivery, or (if applicable) that the General Disclosure Package as of the Applicable Time, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. In giving their opinions, Xxxxxxx Procter LLP and Xxxx Xxxxxx, PC may rely as to matters of fact on certificates of officers, directors and trustees of the Primary Parties and certificates of public officials. Xxxx Xxxxxx, PC may also rely on the opinion of Xxxxxxx Procter LLP. (c) The Representative shall have received At the favorable written opinionsTime of Delivery referred to in Section 2 hereof, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date Bank and addressed the MHC shall have completed in all material respects the conditions precedent to the Underwriters; (ii) Fish & Xxxxxxxxxx LLPConversion in accordance with the Plan, patent legal counsel the FRB Regulations, Massachusetts Banking Law and all other applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent to the Conversion imposed upon the Company, dated as of the Closing Date and addressed MHC or the Bank by the FRB, the Division or any other regulatory authority other than those which the FRB, the Division or any such other regulatory authority permit to be completed after the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the UnderwritersOfferings. (d) The Representative At the Time of Delivery, there shall not have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Companybeen, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of since the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and the Prospectus pursuant to the Rules and Regulations which are not so included, and (vii) subsequent to since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse ChangeEffect, whether or not arising in the ordinary course of business, and the Representative shall have received a certificate of the Chief Executive Officer of the MHC, the Mid-Tier, the Company and the Bank and the Chief Financial Officer of the MHC, the Mid-Tier, the Company and the Bank, dated as of Time of Delivery, to the effect that (i) there has been no such Material Adverse Effect, (ii) there shall have been no material transaction entered into by the MHC, the Mid-Tier, the Company or the Bank from the latest date as of which the financial condition of the Mid-Tier, the Company or the Bank, as set forth in the Registration Statement, the Prospectus and the General Disclosure Package other than transactions referred to or contemplated therein and transactions in the ordinary course of business substantially consistent with past practice, (iii) none of the Primary Parties shall have received from the FRB, the Division or the FDIC any order or direction (oral or written) to make any material change in the method of conducting its business with which it has not complied (which order or direction, if any, shall have been disclosed in writing to the Representative) or that would materially and adversely affect the business, financial condition, results of operations or prospects of the Company, the MHC, the Mid-Tier and the Bank, considered as one enterprise, (iv) the representations and warranties in Section 1 hereof are true and correct with the same force and effect as though expressly made at and as of the Time of Delivery, (v) each of the Primary Parties have complied with all agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Time of Delivery, including all agreements and conditions set forth in the Agency Agreement, (vi) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or, to the Knowledge of the Primary Parties, threatened by the Commission, (vii) no order suspending the FRB’s approval of the Holding Company Application or the transactions contemplated thereby or the Division’s approval of the Massachusetts Application or the transactions contemplated thereby has been issued and no proceedings for that purpose have been initiated or, to the knowledge of the Primary Parties, threatened by the FRB or the Division and no person has sought to obtain regulatory or judicial review of the action of the FRB or the Division in approving the Plan in accordance with the FRB Regulations and Massachusetts Banking Law nor has any person sought to obtain regulatory or judicial review of the action of the FRB in approving the Holding Company Application or the Division approving the Massachusetts Application, and (viii) no order suspending the Offerings or authorization for use of the Prospectus has been issued and no proceedings for that purpose have been initiated by the FRB or the Division. (e) On At the date Time of this Agreement and on the Closing DateDelivery, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx certificate of the Chief Executive Officer of the MHC, the Company and the Bank and the Chief Financial Officer of the MHC, the Company and the Bank, dated as of Time of Delivery, to the effect that (i) they have reviewed the contents of the Registration Statement, the Prospectus and the General Disclosure Package; (ii) based on each of their knowledge, the Registration Statement, the Prospectus and the General Disclosure Package do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which such statements were made, not misleading; (iii) based on each of their knowledge, the financial statements and other financial information included in the Registration Statement, the Prospectus, the MHC Proxy Statement, the Stockholder Proxy Statement and the General Disclosure Package fairly present the financial condition and results of operations of the Company as of and for the dates and periods covered by the Registration Statement and the Prospectus; (iv) they are responsible for establishing and maintaining disclosure controls and procedures; (v) they have designed such disclosure controls and procedures to ensure that material information relating to the Company, the MHC and the Bank is made known to them; (vi) they have evaluated the effectiveness of their disclosure controls and procedures; and (vii) they have disclosed to Wolf & Company, P.C. and the audit committee (A) all significant deficiencies in the design or operation of disclosure controls and procedures which are reasonably likely to adversely affect the Mid-Tier’s ability to record, process, summarize, and report financial data, and have identified for the Mid-Tier’s and the Bank’s independent registered public accounting firm any material weaknesses in disclosure controls and procedures and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the MHC’s, the Mid-Tier’s and the Bank’s disclosure controls and procedures. (f) As of the date hereof, the Representative shall have received from Wolf & Company, P.C. a letter dated such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ CounselRepresentative, confirming that to the effect that: (i) they are independent certified public accountants with respect to the MHC, the Mid-Tier, the Company and the Bank within the meaning of the Code of Ethics of the AICPA, the Securities Act and all applicable rules the Securities Act Regulations and regulationsthe FRB Regulations, they are registered with the PCAOB, and statingthey are not in violation of the auditor independence requirements of the Xxxxxxxx-Xxxxx Act; (ii) it is their opinion that the consolidated financial statements and supporting schedules included in the Registration Statement and covered by their opinions therein comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Securities Act Regulations; (iii) based upon limited procedures as agreed upon by the Representative and Wolf & Company, P.C. set forth in detail in such letter, nothing has come to their attention that causes them to believe that, except as set forth in such letter, (A) the unaudited amounts of net interest income and net income set forth under “Selected Consolidated Financial and Other Data” or under “Recent Developments” in the Prospectus and the General Disclosure Package do not agree with the amounts set forth in unaudited consolidated financial statements as of and for the dates and periods presented under such date (or, captions or such amounts were not determined on a basis substantially consistent with respect to matters involving changes or developments since that used in determining the respective dates as of which specified financial information is given corresponding amounts in the Prospectusaudited consolidated financial statements included in the Registration Statement, as of the Prospectus and the General Disclosure Package, (B) at a specified date not more than five (5) business days prior to such date)the date of this Agreement, there has been any increase in the consolidated long-term or short-term debt of the Mid-Tier or any decrease in consolidated total assets, the conclusions allowance for loan losses, total deposits or total stockholders’ equity of the Mid-Tier, in each case as compared with the amounts shown in the December 31, 2018 audited consolidated statements of financial condition presented in the Registration Statement or, (C) during the period from December 31, 2018 to a specified date not more than five (5) business days prior to the date of this Agreement, there were any decreases, as compared with the corresponding period in the preceding fiscal year, in consolidated total interest and findings dividend income, net interest income, net interest income after provision for loan losses, income before provision for income taxes or net income of such firm the Mid-Tier, except in all instances for increases or decreases which the Registration Statement, the Prospectus and the General Disclosure Package disclose have occurred or may occur; and (iv) in addition to the examination referred to in their opinion and the limited procedures referred to in clause (iii) above, they have carried out certain specified procedures, not constituting an audit, with respect to the certain amounts, percentages and financial information that are included in the Registration Statement, Prospectus and the General Disclosure Package and that are specified by the Representative, and have found such amounts, percentages and financial information to be in agreement with the relevant accounting, financial and other matters relating to records of the Registration Statement covered by Company and the Bank identified in such letter. (g) At the Time of Delivery, the Representative shall have received from Wolf & Company, P.C. a letter dated as of the Time of Delivery, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (f) Subsequent of this Section, except that the specified date referred to shall be a date not more than three (3) business days prior to the execution and delivery Time of this Agreement or, if earlierDelivery. (i) At the Time of Delivery, the dates Securities shall have been approved for listing on the Nasdaq Stock Market. (j) At the Time of Delivery, the Company and the Bank shall have received a letter from the Appraiser, dated as of which information is given the Time of Delivery, confirming its appraisal. (k) At the Time of Delivery, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to pass upon the issuance and sale of the Securities, including the Shares, as herein contemplated and related proceedings, or in order to evidence the Registration Statement (exclusive accuracy of any amendment thereof) and of the Prospectus (exclusive representations or warranties, or the fulfillment of any supplement thereto)of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory in form and substance to the Representative and counsel for the Underwriters. (l) At any time prior to the Time of Delivery, (i) there shall not have been occurred any material adverse change in the capital stock financial markets in the United States or long-term debt of the Company elsewhere or any change outbreak of hostilities or development involving a change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism escalation thereof or other calamity, calamity or crisis the effect of which, in any such case described above, is, in the reasonable judgment of the Representative, are so material and adverse as to make it impracticable or inadvisable to proceed with market the sale of Securities or Offering as contemplated hereby. (g) The Representative shall have received a lock-up agreement from each Lock-Up Partyto enforce contracts, duly executed by including subscriptions or orders, for the applicable Lock-Up Party, in each case substantially in the form attached as Annex II. (h) The Common Stock and the Warrants are registered under the Exchange Act and, as of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligible. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; , and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company. (kii) The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent for the Warrants. If trading generally on any of the conditions specified in this Section 7 NYSE MKT, the New York Stock Exchange or the Nasdaq Stock Market shall not have been fulfilled when suspended, and as required by this Agreementminimum or maximum prices for trading shall not have been fixed, or if maximum ranges for prices for securities have been required, by any of said Exchanges or by order of the certificatesCommission or any other governmental authority, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 and a banking moratorium shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled have been declared by the Representative at, either Federal or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writingNew York authorities.

Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Firm Shares and Firm Warrants or Securities pursuant to any Option Securities, as the case may be, as provided herein shall be Terms Agreement are subject to: (i) to the accuracy of the representations and warranties on the part of the Company herein contained, as to the accuracy of the date hereof and as statements of the Closing Date, (ii) the absence from Company's officers made in any certificates, opinions, written statements or letters certificate furnished pursuant to the Representative or provisions hereof, to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of all of its covenants and other obligations hereunderhereunder and to the following further conditions: (a) At the applicable Closing Time (i) no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act, no order suspending trading or striking or withdrawing any Securities to be listed on a national securities exchange from listing and registration under the 1934 Act shall be in effect, and no proceedings under the 1933 Act or 1934 Act therefor shall have been initiated or threatened by the Commission, or, with respect to the filing of any Form 8-A, by any national securities exchange, (ii) the rating assigned by any nationally recognized securities rating agency indicated in the applicable Terms Agreement to any debt securities or other obligations of the Company as of the date of the applicable Terms Agreement shall not have been lowered since the execution of such Terms Agreement nor shall any such rating agency have publicly announced that it has placed any obligations of the Company on what is commonly termed a "watch list" for possible downgrading, (iii) any Securities for which application has been made to list on a national securities exchange shall have been approved for listing, subject to official notice of issuance and (iv) each there shall not have come to your attention any facts that would cause you to believe that the Prospectus, together with the applicable Prospectus Supplement, at the time it was required to be delivered to a purchaser of the following additional conditions. For purposes Securities, contained an untrue statement of this Section 7a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at such time, not misleading. (b) At the applicable Closing Time you shall have received: (1) The favorable opinion, dated as of the applicable Closing Time, of Xxxxxx X. Xxxxx, Esq., Senior Vice President/Legal, of the Company, or Xxxxxxxx X. Xxxxxxxxxx, Esq., Vice President and General Counsel of the Company, in form and substance satisfactory to you, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. (ii) The Company has corporate power and authority to own, lease and operate its properties and conduct its business as described in the Prospectus. (iii) To the best of such counsel's knowledge, the terms “Closing Date” Company is duly qualified as a foreign corporation to transact business and “Closing” shall refer is in good standing in each jurisdiction in which its ownership or lease of substantial properties or the conduct of its business requires such qualifications and in which failure of the Company to be so qualified and in good standing would have a material adverse effect upon the Closing Date for Company and its subsidiaries considered as a single enterprise. (iv) This Agreement and the Firm Shares applicable Terms Agreement have been duly authorized, executed and Firm Warrants delivered by the Company. (v) The Indenture has been duly authorized, executed and delivered by the Company and (assuming the Indenture has been duly authorized, executed and delivered by the Trustee) constitutes a valid and binding agreement of the Company, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, or Option Securitiesother laws relating to or affecting creditors' rights generally or by general equity principles. (vi) The Securities are in the form contemplated by the Indenture, have been duly authorized by all necessary corporate action and, when executed and authenticated as specified in the Indenture and delivered against payment of the consideration therefor in accordance with this Agreement, as supplemented by the case applicable Terms Agreement, if any, will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may bebe limited by bankruptcy, insolvency, or other laws relating to or affecting creditors' rights generally, or by general equity principles, and each holder of Securities will be entitled to the benefits of the foregoing and following conditions must be satisfied as of each ClosingIndenture. (avii) The statements in the Prospectus under the caption "Description of Debt Securities" and the Prospectus Supplement under the caption "Description of the Notes", insofar as they purport to summarize certain provisions of documents specifically referred to therein, are accurate summaries of such provisions. (viii) The Indenture is qualified under the 1939 Act. (ix) The Registration Statement shall have become is effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities 1933 Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating and, to the description best of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior to the Closing Date and the actual time of the Closingsuch counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements. (b) The Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative shall have received the favorable written opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx & Xxxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and addressed to the Underwriters; and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters. (d) The Representative shall have received certificates of each of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied, (ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no under the 1933 Act or proceedings therefor have been initiated or threatened by the Commission. (x) At the time the Registration Statement became effective, the Registration Statement (viother than the financial statements and other financial or statistical data included or incorporated by reference therein, as to which no opinion need be rendered) complied as to form in all material respects with the requirements of the 1933 Act, the 1939 Act and the regulations under each of those Acts. (xi) To the best of such counsel's knowledge, there are no pro forma legal or as adjusted financial statements that governmental proceedings pending or threatened which are required to be included disclosed in the Registration Statement, other than those disclosed therein, and all pending legal or governmental proceedings which the Company or any subsidiary is a party or of which any of their property is the subject which are not described in the Prospectus, including ordinary routine litigation incidental to the business, are, considered in the aggregate, not material. (xii) To the best of such counsel's knowledge and information, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement and or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto, the Prospectus pursuant to the Rules and Regulations which descriptions thereof or references thereto are not so includedcorrect, and (vii) subsequent to the respective dates as of which information is given and, except for certain minor matters which, either individually or in the Registration Statement and aggregate, will not or do not have a material adverse effect on the ProspectusCompany or its business, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions no default exists in the ordinary course due performance or observance of businessany material obligation, agreement, covenant or condition contained in any contract, indenture, loan agreement, note, lease or other instrument so described, referred to, filed or incorporated by reference. (exiii) On No consent, approval, authorization, or order of any court or governmental authority or agency is required in connection with the date sale of this Agreement and on the Closing DateSecurities, except such as may be required under the 1933 Act, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date1939 Act, addressed the 1933 Act Regulations or state securities laws; and, to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as best of such date (orcounsel's knowledge and information, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlierAgreement, the dates as applicable Terms Agreement and the Indenture and the consummation of which information is given the transactions contemplated herein and therein will not conflict with or constitute a breach of, or default under, or result in the Registration Statement (exclusive creation or imposition of any amendment thereof) and the Prospectus (exclusive of lien, charge or encumbrance upon any supplement thereto), there shall not have been any change in the capital stock property or long-term debt assets of the Company pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument known to such counsel and to which the Company is a party or by which it may be bound or to which any of the property or assets of the Company is subject, or any change law, administrative regulation or development involving a changeadministrative or court decree known to such counsel to be applicable to the Company of any court or governmental agency, whether authority or not arising from transactions in the ordinary course of business, in the business, condition (financial body or otherwise), results of operations, shareholders’ equity, properties or prospects of any arbitrator having jurisdiction over the Company, taken except that counsel need not express an opinion as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war state securities laws or terrorism or other calamity, the effect of which, regulations; nor will such action result in any such case described above, is, in the reasonable judgment violation of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated hereby. (g) The Representative shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Annex II. (h) The Common Stock and the Warrants are registered under the Exchange Act and, as provisions of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have taken no action designed to terminate, charter or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligible. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations by- laws of the Company. (kxiv) The Company shall have furnished Each document filed pursuant to the Underwriters 1934 Act and Underwriters’ Counsel with such incorporated by reference in the Prospectus (except for the financial statements and other certificates, opinions financial or documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust Companystatistical data included therein or omitted therefrom, as warrant agent to which counsel need not comment), appeared on its face to comply, when filed, as to form in all material respects with the 1934 Act and the 1934 Act Regulations. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of the State of New York, to the extent deemed proper and specified in such opinion, upon the opinion of Xxxxx & Xxxx, counsel for the Warrants. If any Underwriters, delivered pursuant to subsection (b)(2) hereof and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the conditions specified in this Section 7 shall not have been fulfilled when Company and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writingpublic officials.

Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as the case may be, as provided herein under this Agreement shall be subject to: (i) to the accuracy of the representations and warranties of the Company herein containedCompany, as of the date hereof and as of each of the Closing Date and the Additional Closing Date, (ii) if any; to the absence from any certificates, opinions, written statements or letters furnished to the Representative Underwriters or to Jenkens & Gxxxxxxxx, a Professional Corporation ("Underwriters’ Counsel Counsel"), pursuant to this Section 7 of any misstatement or omission, (iii) ; to the performance by the Company of its obligations hereunder, under this Agreement; and (iv) each of to the following additional conditions. For purposes of this Section 7, the terms “Closing Date” and “Closing” shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securities, as the case may be, and each of the foregoing and following conditions must be satisfied as of each Closing.: (a) The Registration Statement shall have become been declared effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period; and, at or prior to each of the Closing Date and the actual time of the ClosingAdditional Closing Date, no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof, nor suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; issued and no proceedings for the issuance of such an order purpose shall have been initiated instituted or threatened; all requests shall be pending or contemplated by the commission and any request on the part of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied with to the Representative’s satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness reasonable satisfaction of the underwriting terms and arrangementsUnderwriters. (b) The Representative By the Closing Date, the Representatives shall not have reasonably determined, and advised received clearance from the Company, that NASD as to the amount of compensation allowable or payable to the Underwriters as described in the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative On the Closing Date, the Representatives shall have received the favorable written opinionsopinion of Holme, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx Rxxxxxx & Xxxxx Oxxx LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel to the Company, dated as of the Closing Date and Date, addressed to the Underwriters; Representatives and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLC, trademark legal counsel for the Company, dated as of the Closing Date in form and addressed substance satisfactory to the Underwriters. (d) The Representative At the time this Agreement is executed, and at each of the Closing Date and the Additional Closing Date, if any, you shall have received certificates a letter, addressed to the Representatives and in form and substance satisfactory in all respects to the Representatives from KPMG LLP dated, respectively, as of the date of this Agreement and as of the Closing Date and the Additional Closing Date, if any, containing statements and information of the type customarily included in accountants’ "comfort letters" to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement and the Final Prospectus. (e) At each of the Chief Executive Officer Closing Date and the Additional Closing Date, if any, the Representatives shall have received a certificate of the Company signed by the President and Chief Financial Officer of the Company, dated the Closing Date or the Additional Closing Date, as the case may be, respectively, to the effect that (i) the Company has performed all covenants and agreements and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, to or the effect that: (i) Additional Closing Date, as the conditions set forth in subsection (a) of this Section 7 have been satisfied, case may be; (ii) as of the date hereof Closing Date and the Additional Closing Date, as the case may be, the obligations of the Company to be performed on or prior to such Closing Date have been duly performed; (iii) as of Closing Date and the Additional Closing Date, as the case may be, the representations and warranties of the Company set forth in Section 2 1 hereof are accurate, (iii) as of the Closing Date, all agreements, conditions true and obligations of the Company to be performed or complied with hereunder on or prior thereto have been duly performed or complied with, correct; (iv) the Company has not sustained any material loss or interference with its businesses, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor they have been initiated or threatened by the Commission, (vi) there are no pro forma or as adjusted financial statements that are required to be included in carefully examined the Registration Statement and the Prospectus pursuant and, in their opinion (A) when the Registration Statement was declared effective, and at all times subsequent thereto and as of the Closing Date or the Additional Closing Date, as the case may be, the Registration Statement and Prospectus did not include any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the Rules and Regulations statements therein, in light of the circumstances under which are they were made, not so includedmisleading, and (viiB) since the effective date of the Registration Statement, no event has occurred which should have been set forth in a supplement or otherwise required an amendment to the Registration Statement or the Prospectus; (v) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change material adverse change, or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. (e) On the date of this Agreement and on the Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term debt of the Company or any change or development involving a material adverse change, whether or not arising from transactions in the ordinary course of business, in the business, prospects, properties, operations, condition (financial or otherwise), results of operations, shareholders’ equity, properties affairs or prospects management of the Company, taken except in each case as described in or contemplated by the Prospectus; and (vi) no stop order suspending the effectiveness of the Registration Statement has been issued and, to their knowledge, no proceedings for that purpose have been instituted or are pending under the Securities Act. In addition, the Representatives will have received such other and further certificates of officers of the Company as the Representatives may reasonably request. (f) At each of the Closing Date and the Additional Closing Date, if any, the Representatives shall have received a wholecertificate of the Company signed by the Secretary of the Company, including but dated the Closing Date or the Additional Closing Date, as the case may be, respectively, certifying (i) that the By-Laws and Articles of Incorporation of the Company are true and complete, have not limited been modified and are in full force and effect, (ii) that the resolutions relating to the occurrence of any firepublic offering contemplated by this Agreement are in full force and effect and have not been modified, flood(iii) all correspondence between the Company or its counsel and the Commission, storm, explosion, accident, act of war or terrorism or other calamity, and (iv) as to the effect of which, in any such case described above, is, in the reasonable judgment incumbency of the Representative, so material and adverse as officers of the Company. The documents referred to make it impracticable or inadvisable in such certificate shall be attached to proceed with the sale of Securities or Offering as contemplated herebysuch certificate. (g) The Representative Prior to and on each of the Closing Date and the Additional Closing Date, if any, (i) there shall have received been no material adverse change or development involving a lock-up agreement prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from each Lock-Up Partythe latest dates as of which such condition is set forth in the Registration Statement and Prospectus, duly executed (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth in the Registration Statement and Prospectus, (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the applicable Lock-Up PartyCommission, and (iv) the Registration Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities Act Regulations, and neither the Registration Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in each case substantially in light of the form attached as Annex IIcircumstances under which they were made, not misleading. (h) The Common Stock and the Warrants are registered under the Exchange Act and, as of the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action shall have been provided to the Representative. The Company shall have All proceedings taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligible. (i) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing in connection with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statuteauthorization, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives. On or materially prior to the Closing Date and adversely affect or potentially materially and adversely affect the business or operations of Additional Closing Date, as the Company. (k) The Company case may be, counsel for the Underwriters shall have been furnished the Underwriters such documents, certificates and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent require for the Warrantspurpose of enabling them to review or pass upon the matters referred to in this Section, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel Underwriters pursuant to this Section 7 shall not be in all material respects reasonably satisfactory in form and substance to the Representative and to Underwriters’ Counsel, all obligations of the Underwriters hereunder may be cancelled canceled by the Representative Underwriters at, or at any time prior to, the consummation of the ClosingClosing Date. Notice of such cancellation shall be given to the Company in writing writing, or orally. Any such oral notice shall be by telephone, telex or telegraph, confirmed promptly thereafter in writing.

Conditions of Underwriters’ Obligations. The several obligations of the Underwriters to purchase and pay for the Firm Shares and Firm Warrants or any Option Securities, as the case may beAdditional Shares, as provided herein herein, shall be subject to: (i) to the accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date, Date (ii) the absence from any certificates, opinions, written statements or letters furnished to the Representative or to Underwriters’ Counsel pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its obligations hereunder, and (iv) each of the following additional conditions. For for purposes of this Section 7, the terms “"Closing Date” and “Closing” " shall refer to the Closing Date for the Firm Shares and Firm Warrants or Option Securitiesany Additional Closing Date, as if different, for the case may beAdditional Shares), to the performance by the Company of all of its obligations hereunder, and to each of the foregoing and following conditions must be satisfied as of each Closing.additional conditions: (a) The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City time, on the date of this Agreement, or at such later time and date as shall have been consented to in writing by the Representative. If the Company shall have elected to rely upon Rule 430A under the Securities Act, the Prospectus shall have been filed with the Commission in a timely fashion in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(bSection 4(a)(i) within the applicable time periodhereof; and, at or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or any part thereofpost-effective amendment thereto, or any amendment thereof, nor and no stop order suspending or preventing the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; all requests of the Commission for additional information (to be included in the Registration Statement, the General Disclosure Package, the Preliminary Prospectus, any Issuer Free Writing Prospectus or otherwise) the Prospectus, shall have been issued by the Commission and no proceedings therefor shall have been initiated or threatened by the Commission; all requests for additional information on the part of the Commission shall have been complied with to the Representative’s 's reasonable satisfaction; and FINRA if the Company has elected to rely on Rule 462(b) under the Securities Act, the Rule 462(b) Registration Statement shall have raised no objection to become effective by 10:00 p.m. (Washington, D.C. time) on the fairness date of this Agreement; and reasonableness of the underwriting terms and arrangementsall necessary regulatory or stock exchange approvals shall have been received. (b) The Representative shall not have reasonably determined, and advised At the Company, that the Registration Statement, the General Disclosure Package or the Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in the Representative’s reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading. (c) The Representative Closing Date you shall have received the favorable written opinions, in each case in form satisfactory to the Representative and Underwriters’ counsel (and in the case opinion of (i) and (ii), including customary negative assurance language), of (i) Xxxxxx Xxxxxxx Holland & Xxxxx Knight LLP, the securities legal counsel for the Company, dated as of the Closing Date and addressed to the Underwriters; (ii) Fish & Xxxxxxxxxx LLP, patent legal counsel in form and substance satisfactory to the CompanyRepresentative, to the effect set forth in Annex I hereto. (c) At the Closing Date, the Representative shall have received the written opinion of Underwriters' Counsel, dated as of the Closing Date and addressed to the Underwriters; , in form and (iii) Xxxxxxxxxxxx O’Xxxxxx Xxxxxxx Kindness PLLCsubstance satisfactory to the Representative, trademark legal counsel with respect to the issuance and sale of the Shares, the Registration Statement, the Pricing Disclosure Package, the Prospectus and such other matters as the Representative may require, and the Company shall have furnished to Underwriters' Counsel such documents as they may reasonably request for the Company, dated as purpose of the Closing Date and addressed enabling them to the Underwriterspass upon such matters. (d) The Representative At the Closing Date you shall have received certificates of each a certificate of the Chief Executive Officer and Chief Financial Accounting Officer of the Company, dated as of the Closing Date, in form and substance satisfactory to the effect that: (i) Representative, as to the conditions accuracy of the representations and warranties of the Company set forth in subsection (a) of this Section 7 have been satisfied, (ii) 1 hereof as of the date hereof and as of the Closing Date, as to the representations and warranties of performance by the Company of all of its obligations hereunder to be performed at or prior to the Closing Date, as to the matters set forth in Section 2 hereof are accuratesubsections (a), (iiif) and (g) of this Section 7, and as to such other matters as the Representative may reasonably request. (e) At the time this Agreement is executed and at the Closing Date, you shall have received a comfort letter, from Xxxx & Associates LLP, independent public accountants for the Company, dated, respectively, as of the date of this Agreement and as of the Closing Date, all agreementsaddressed to the Underwriters and in form and substance satisfactory to the Underwriters and Underwriters' Counsel. (f) (i) The Company shall not have sustained, conditions and obligations since the date of the Company to be performed latest audited financial statements included or complied with hereunder on or prior thereto have been duly performed or complied withincorporated by reference in the Pricing Prospectus, (iv) the Company has not sustained any material loss or interference with its businessesbusiness or properties from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending the effectiveness of the Registration Statement or any amendment thereof has been issued and no proceedings therefor have been initiated or threatened by the Commission, (vi) there are no pro forma or other than as adjusted financial statements that are required to be included set forth in the Registration Statement and the Pricing Prospectus pursuant to the Rules and Regulations which are not so included, (exclusive of any supplement thereto); and (viiii) subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business. (e) On the date of this Agreement and on the Closing Date, the Representative shall have received a “comfort” letter from PMB Xxxxx Xxxxxxx as of each such date, addressed to the Underwriters and in form and substance satisfactory to the Representative and Underwriters’ Counsel, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and all applicable rules and regulations, and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such letter. (f) Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereofthereto subsequent to the date hereof) and the Pricing Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term or short-term debt of the Company or any change or any development involving a change, whether or not arising from transactions in the ordinary course of business, in the business, general affairs, management, condition (financial or otherwise), results of operations, shareholders’ stockholders' equity, properties or prospects of the Company, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the reasonable judgment of the Representative, so material and adverse as to make it impracticable or inadvisable to proceed with the sale Offering on the terms and in the manner contemplated in the Pricing Prospectus (exclusive of Securities or Offering as contemplated herebyany such supplement). (g) On or after the Applicable Time, (i) no downgrading shall have occurred in the rating accorded the Company's debt securities or the Company's financial strength or claims paying ability by any "nationally recognized statistical rating organization," as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities or the Company's financial strength or claims paying ability. (h) The Representative Representative, on behalf of all the Underwriters, shall have received a duly executed lock-up agreement from each Lock-Up Party, duly executed by person who is a director or officer of the applicable Lock-Up PartyCompany and from each stockholder of the Company listed on Schedule II hereto, in each case substantially in the form attached hereto as Annex II. (hi) The Common Stock and the Warrants are registered under the Exchange Act and, as of At the Closing Date, the Common Stock and the Warrants shall be listed and admitted and authorized for trading on the NASDAQ Capital Market and satisfactory evidence of such action Shares shall have been provided to the Representative. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock or the Warrants under the Exchange Act or delisting or suspending the Common Stock or the Warrants from trading approved for quotation on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Securities shall be DTC eligibleNasdaq. (ij) At the Closing Date, FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. In addition, arrangements for the Company shall, if requested by the Representative, make or authorize the Underwriters’ Counsel to make on the Company’s behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith. (j) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the CompanyOffering. (k) The Company shall have furnished the Underwriters and Underwriters’ ' Counsel with such other certificates, opinions or other documents as they may have reasonably requested. (l) The Company shall have entered into a warrant agreement (the “Warrant Agreement”) with Nevada Agency and Trust Company, as warrant agent for the Warrants. If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Representative you or to Underwriters’ ' Counsel pursuant to this Section 7 shall not be reasonably satisfactory in form and substance to the Representative and to Underwriters’ ' Counsel, all obligations of the Underwriters hereunder may be cancelled by the Representative at, or at any time prior to, the consummation Closing Date and the obligations of the ClosingUnderwriters to purchase the Additional Shares may be cancelled by the Representative at, or at any time prior to, the Additional Closing Date. Notice of such cancellation shall be given to the Company in writing or orallyby telephone. Any such oral telephone notice shall be confirmed promptly thereafter in writing.