Common use of ENGAGEMENT TERM Clause in Contracts

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, and if within six (6) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be (A) This Agreement will remain in effect until the earlier of (i) the final closing Closing date of the Placement and (ii) the date a party terminates the engagement according to with the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”)sentence. After an initial period of three (3) month(s) from the date hereof, the The engagement may be terminated at any time by either party upon 10 on ten (10) days prior written notice to the other partyparty until a Closing has occurred. Following the final Closing of this Placement, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent will automatically terminate. The date of termination of this AgreementAgreement is referred to herein from time to time as the “Termination Date.” If, and if within six (6) months following such terminationafter the Termination Date, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securitiessecurities other than any warrants issued in connection with this Agreement) with any of the investors contacted by the Placement Agent during in connection with the term of this AgreementPlacement (other than Company Introduced Purchasers), then the Company will pay to the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. 1 upon closing of such financing. (B) Notwithstanding anything herein to the contrary contained hereincontrary, subject to the six (6) months limitation described in Section 5(A) above, the provisions concerning obligation to pay the compensation and expenses accruing prior to the Termination Date as described in Section 1, Section 4, this Section 5, Sections 8, 9 and 10 and all of Exhibit A attached hereto (the terms of which are incorporated by reference hereto), will survive any termination or expiration of this Agreement. The termination of this Agreement shall not affect the Company’s obligation to pay any fees actually earned pursuant to the extent provided for in Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained 1 herein and shall not affect the Company’s obligations contained in obligation to reimburse the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated expenses accruing prior to the completion of the Placement, all fees due such Termination Date to the Placement Agent extent provided for herein. All such accrued fees and reimbursements due shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date). The ) or upon the Closing of the Placement Agent agrees not to use or any confidential information concerning applicable portion thereof (in the Company provided event such fees are due pursuant to the Placement Agent by the Company for any purposes other than those contemplated under this Agreementterms of Section 1 hereof).

ENGAGEMENT TERM. The Placement Agent’s engagement as the Company’s exclusive financial advisor, sole managing underwriter and sole book running manager and investment banker in connection with the proposed Placement or any other equity financing hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence January 31, 2023 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, and if within six twelve (612) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted “wall crossed” by Placement Agent for purposes of the Placement during the term of this AgreementAgreement (other than investors introduced to the Placement Agent by the Company, which the Placement Agent agrees have been introduced by the Company), then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received by the Company solely from such contacted investors. In the event the Company elects to terminate this Agreement for any reason, the Placement Agent shall provide a list of contacted investors. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement for a period of five (5) years, beginning on the date of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence March 31, 2021 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, and if within six twelve (612) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted “wall crossed” by Placement Agent for purposes of the Placement during the term of this AgreementAgreement (other than investors introduced to the Placement Agent by the Company, which the Placement Agent agrees have been introduced by the Company), then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received by the Company solely from such contacted investors. In the event the Company elects to terminate this Agreement for any reason, the Placement Agent shall provide a list of contacted investors. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until will expire on the earlier of (i) the final closing date Closing Date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence August 15, 2017 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period In the event, however, in the course of three (3) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt Placement Agent’s performance of written notice to that effect by the other party. If the Company elects due diligence they deem it necessary to terminate this Agreement for any reason even though the engagement, the Placement Agent was prepared may do so prior to proceed with the Placement reasonably Termination Date and upon immediate written notice. If, within the intent of this Agreement, and if within six twelve (612) months following such terminationafter the Termination Date, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than except for the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted purchasers who were first introduced to the Company in connection with the financing contemplated hereby by the Placement Agent during the term of this AgreementAgent, then the Company will pay to the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein1 herein (the “Termination Fee”); provided that no such Termination Fee shall be payable if Placement Agent has terminated the Placement pursuant to this section. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s representations and warranties and obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a Closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the Closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). The Placement Agent agrees agrees, severally and not jointly, not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s Agents’ engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final closing date of the Placement Closing Date and (ii) the date a party terminates the engagement according to the terms of the next sentence June 27, 2024 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, and if within six (6) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and (i) the provisions concerning confidentiality, indemnification and contribution contained herein and herein, (ii) the Company’s obligations contained in the Indemnification Provisions indemnification provisions will survive any expiration or termination of this Agreement, (iii) the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 3 hereof and which are permitted to be reimbursed under the FINRA Rules, and (iv) the Placement Agents’ right to receive fees pursuant to Section 15 hereof, will survive any expiration or termination of this Agreement. If Nothing in this Agreement is terminated prior shall be construed to limit the completion ability of the PlacementPlacement Agents or their Affiliates to pursue, all investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act. All such fees and reimbursements due shall be paid to the Placement Agent shall be paid by the Company to the Placement Agent Agents on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date). The Placement Agent agrees not to use ) or upon the Closing or any confidential information concerning applicable portion thereof (in the Company provided event such fees are due pursuant to the Placement Agent by the Company for any purposes other than those contemplated under this Agreementterms of Section 3 hereof).

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence May 31, 2020 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, and if within six twelve (612) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted “wall crossed” by Placement Agent for purposes of the Placement during the term of this AgreementAgreement (other than investors introduced to the Placement Agent by the Company, which the Placement Agent agrees have been introduced by the Company), then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received by the Company solely from such contacted investors. In the event the Company elects to terminate this Agreement for any reason, the Placement Agent shall provide a list of contacted investors. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) the date a when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the engagement The Agreement may be terminated at any time by either party upon 10 ten (10) days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, and and, if within six (6) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by the Placement Agent to the Company during the term of this Agreement, then the Company will pay to the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. If the Company reasonably anticipates that the Placement Agent may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify the Placement Agent promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof hereof, and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentLead Manager’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final closing date of the Placement and Placement, (ii) the date a party terminates the engagement according to the terms of the next sentence May 31, 2020 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent Lead Manager was prepared to proceed with the Placement reasonably within the intent of this AgreementPlacement, and and, if within six (6) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted wall-crossed by Placement Agent the Lead Manager during the term of this Agreement, then the Company will pay to the Placement Agent Lead Manager upon the closing of such financing the compensation set forth in Section 3 herein1 herein for the amount raised from such investors. If the Company reasonably anticipates that the Lead Manager may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify the Lead Manager promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent Lead Manager on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). The Placement Agent Xxxxx agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentMaxim’s engagement hereunder shall be until will expire on the earlier of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) months from the date hereof, the engagement may be terminated at any time by either party upon 10 30 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though other than for cause, which means the Maxim’s failure to provide the Placement Agent was prepared to proceed with the Placement reasonably within the intent of services as contemplated by this AgreementAgreement (“Cause”), and if within six (6) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than (i) the exercise by any person or entity of any options, warrants or other convertible securitiessecurities and excluding (ii) sales to employees under any compensation or stock option plan approved by shareholders of the Company, (iii) shares issued in payment of the consideration for an acquisition or as part of a joint venture and (iv) conventional banking arrangements and commercial debt financing and (v) investors identified and introduced by the Company (subject to the $2,000,000 maximum previously referenced herein) with any of the investors contacted by Placement Agent Maxim during the term of this Agreement, then the Company will pay the Placement Agent to Maxim upon the closing of such financing the compensation set forth in Section 3 herein1 herein (the “Termination Fee”). For the avoidance of doubt, no Termination Fee shall be payable if the Company terminates the engagement for Cause. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent Maxim on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). The Placement Agent Maxim agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s 's engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) the date a when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “"Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”"). After The Agreement may be terminated, after an initial period of three two (32) month(s) months from the date hereofOctober 16, the engagement may be terminated at any time 2024, by either party upon 10 days written notice to the other party, effective upon receipt . Following either (i) the occurrence of written notice to the closing of the Placement or (ii) in the event that effect by the other party. If the Company elects to terminate this Agreement the Placement Agent's engagement hereunder for any reason reason, other than for Cause (as defined in the Engagement Agreement), even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this AgreementPlacement, and and, in either case, if within six twelve (612) months following the closing or any such termination, the Company completes any financing of equity, equity-linked linked, convertible or debt or other capital raising activity of the Company (other than the exercise by with, or receives any person or entity of any optionsproceeds from, warrants or other convertible securities) with any of the investors contacted or introduced by the Placement Agent during its engagement as evidenced by a list of such investors provided to the term of this AgreementCompany upon such closing or termination, then the Company will pay to the Placement Agent upon the closing of such financing the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received. If the Company reasonably anticipates that the Placement Agent may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify the Placement Agent promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation 's obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s 's obligations contained in the Indemnification Provisions will survive any expiration or termination of this AgreementAgreement for twelve (12) months, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) the date a when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After The Agreement may be terminated, after an initial period of three two (32) month(s) months from the date hereofSeptember 4, the engagement may be terminated at any time 2024, by either party upon 10 days written notice to the other party, effective upon receipt . Following either (i) the occurrence of written notice to the closing of the Placement or (ii) in the event that effect by the other party. If the Company elects to terminate this Agreement the Placement Agent’s engagement hereunder for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this AgreementPlacement, and and, in either case, if within six twelve (612) months following each closing or any such termination, the Company completes any financing of equity, equity-linked linked, convertible or debt or other capital raising activity of the Company (other than the exercise by with, or receives any person or entity of any optionsproceeds from, warrants or other convertible securities) with any of the investors contacted or introduced by the Placement Agent during its engagement as evidenced by a list of such investors provided to the term of this AgreementCompany upon such closing or termination, then the Company will pay to the Placement Agent upon the closing of such financing the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received. If the Company reasonably anticipates that the Placement Agent may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify the Placement Agent promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this AgreementAgreement for twelve (12) months, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until will expire on the earlier of (i) the final closing date Closing Date of the Placement and or (ii) the date a party terminates the engagement according to the terms of the next sentence January 18, 2019 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period In the event, however, in the course of three (3) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt Placement Agent’s performance of written notice to that effect by the other party. If the Company elects due diligence they deem it necessary to terminate this Agreement for any reason even though the engagement, the Placement Agent was prepared may do so prior to proceed with the Placement reasonably within the intent of this AgreementTermination Date and upon immediate written notice. If, and if within six (6) months following such terminationafter December 31, 2018, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securitiessecurities in effect prior to the date of this Agreement) with any of the investors contacted purchasers who were first introduced to the Company in connection with the Placement by the Placement Agent during the term of this AgreementAgent, then the Company will pay to the Placement Agent upon the closing or receipt of gross proceeds from such financing the compensation set forth in Section 3 1 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s representations and warranties and obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due shall be paid to the Placement Agent shall be paid from gross proceeds received by the Company to from the Placement Agent either (a) on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or (b) upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s Agents’ engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three ten (310) month(s) days from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was Agents were prepared to proceed with the Placement reasonably within the intent of this Agreement, and if within six (6) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by Placement Agent Agents during the term of this Agreement, then the Company will pay the Placement Agent Agents upon the closing of such financing the compensation set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent Agents shall be paid by the Company to the Placement Agent Agents on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees Agents each agree, severally and not jointly, not to use any confidential information concerning the Company provided to the Placement Agent Agents by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentLead Manager’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final closing date of the Placement and Placement, (ii) Sixty (60) days from the date a party terminates the engagement according to the terms of the next sentence hereof (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period In the event the Company has not had its Registration Statement approved by the Commission (as referenced herein) as of three (3) month(s) from the date hereofTermination Date, the engagement may Termination Date shall be terminated at any time by either party extended automatically for an additional 45-day period upon 10 days written notice to the other party, effective upon receipt approval of written notice to that effect by the other partyRegistration Statement. If the Company elects to terminate this Agreement for any reason even though the Placement Agent Lead Manager was prepared to proceed with the Placement reasonably within the intent of this AgreementPlacement, and and, if within six twelve (612) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by Placement Agent the Lead Manager during the term of this AgreementAgreement as evidenced by a list of such investors provided by Maxim upon written request, then the Company will pay to the Placement Agent Lead Manager upon the closing of such financing the compensation set forth in Section 3 1 herein. If the Company reasonably anticipates that the Lead Manager may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify the Lead Manager promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent Lead Manager on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). The Placement Agent Xxxxx agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.. China Bat Group, Inc. May 17, 2019 Page 6

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be (A) This Agreement will remain in effect until the earlier of (i) the final closing Closing date of the Placement and (ii) the date a party terminates the engagement according to with the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”)sentence. After an initial period of three (3) month(s) from the date hereof, the The engagement may be terminated at any time by either party upon 10 on ten (10) days prior written notice to the other partyparty until a Closing has occurred. Following the final Closing of this Placement, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent will automatically terminate. The date of termination of this AgreementAgreement is referred to herein from time to time as the "Termination Date." If, and if within six (6) months following such terminationafter the Termination Date, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securitiessecurities other than any warrants issued in connection with this Agreement) with any of the investors contacted by the Placement Agent during in connection with the term of this AgreementPlacement (other than Company Introduced Purchasers), then the Company will pay to the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. 1 upon closing of such financing. (B) Notwithstanding anything herein to the contrary contained hereincontrary, subject to the six (6) months limitation described in Section 5(A) above, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant the compensation and expenses accruing prior to the Termination Date as described in Section 3 hereof 1, Section 4, this Section 5, Sections 9, 10 and 11 and all of Exhibit A attached hereto (the provisions concerning confidentialityterms of which are incorporated by reference hereto), indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any termination or expiration or termination of this Agreement. If The termination of this Agreement is terminated shall not affect the Company's obligation to pay fees to the extent provided for in Section 1 herein and shall not affect the Company's obligation to reimburse the expenses accruing prior to the completion of the Placement, all fees due such Termination Date to the Placement Agent extent provided for herein. All such accrued fees and reimbursements due shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date). The ) or upon the Closing of the Placement Agent agrees not to use or any confidential information concerning applicable portion thereof (in the Company provided event such fees are due pursuant to the Placement Agent by the Company for any purposes other than those contemplated under this Agreementterms of Section 1 hereof).

ENGAGEMENT TERM. The Placement Agent’s Xxxxxx Xxxxx’ engagement hereunder shall be until will terminated upon the earlier of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the The engagement may be terminated by Xxxxxx Xxxxx at any time by either party upon 10 days days’ written notice to the other partynotice, effective upon receipt of written notice to that effect or by the other party. If Company at any time before the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, and if within six (6) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity end of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent Term upon the closing of such financing the compensation set forth in Section 3 herein10 days’ written notice. Notwithstanding anything to the contrary contained herein, the provisions in this Agreement concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Upon any termination of this Agreement, the Company’s obligation to pay Xxxxxx Xxxxx any fees actually earned on closing of the Placement and otherwise payable under Section 1(A), shall survive any expiration or termination of this Agreement, as permitted by FINRA Rule 5110(f)(2)(d). Upon any termination of this Agreement, the Company’s obligation to reimburse Xxxxxx Xxxxx for out of pocket accountable expenses actually incurred by Xxxxxx Xxxxx and reimbursable upon closing of the Placement pursuant to Section 1(B), if any are otherwise due under Section 1(B) hereof, will survive any expiration or termination of this Agreement, as permitted by FINRA Rule 5110(f)(2)(d). If this Agreement the Placement is terminated prior not consummated, Xxxxxx Xxxxx shall be entitled to Placement Agent Fee and Xxxxxx Warrants, calculated in the manner provided herein, with respect to any public or private offering of equity or equity-linked securities of the Company of any kind (“Tail Financing”) to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on extent that such financing or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company capital is provided to the Placement Agent Company by investors whom Xxxxxx Xxxxx had introduced to the Company and are set forth on a written list provided by Xxxxxx Xxxxx to the Company by the Company for Closing Date or within five (5) days of the earlier termination of this agreement (the “Investors”), if such Tail Financing is consummated at any purposes other than those contemplated under time during the Term or within 6 months following the expiration or termination of this AgreementAgreement (the “Tail Period”).

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, and if within six (6) months following such termination, termination the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by the Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be is effective from August 2, 2023 (the “Effective Date”), the date of the Company’s Engagement Letter with the Placement Agent (the “Engagement Letter”), until the earlier of (i) the final closing date Closing Date of the Placement and (ii) 12 months from the date a party terminates the engagement according to the terms of the next sentence Effective Date (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three six (36) month(s) months from the date hereofof the Company’s Engagement Letter, the engagement may be terminated at any time by either party upon 10 days ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. If The Agreement may not be earlier terminated other than for Cause (defined hereinafter) during the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, and if within initial six (6) months. If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such terminationtime, the Company completes any financing of equity, equity-linked linked, convertible or debt or other capital raising activity of the Company (other than the exercise by with, or receives any person or entity of any optionsproceeds from, warrants or other convertible securities) with any of the investors contacted or introduced by the Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon on the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, the Placement Agent’s gross negligence, willful misconduct, or a material breach of the Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until will expire on the earlier of (i) the final closing date Closing Date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence October 24, 2018 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period In the event, however, in the course of three (3) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt Placement Agent’s performance of written notice to that effect by the other party. If the Company elects due diligence they deem it necessary to terminate this Agreement for any reason even though the engagement, the Placement Agent was prepared may do so prior to proceed with the Placement reasonably within the intent of this AgreementTermination Date and upon immediate written notice. If, and if within six (6) months following such terminationafter the Termination Date, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securitiessecurities in effect prior to the date of this Agreement) with any of the investors contacted purchasers who were first introduced to the Company in connection with the Placement by the Placement Agent during the term of this AgreementAgent, then the Company will pay to the Placement Agent upon the closing or receipt of gross proceeds from such financing the compensation set forth in Section 3 herein1 herein (the “Introduction Fee”). Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s representations and warranties and obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due shall be paid to the Placement Agent shall be paid from gross proceeds received by the Company to from the Placement Agent either (a) on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or (b) upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until will commence on the date hereof and continue through the earlier of (i) the final closing date of the Placement Closing Date and (ii) the date a party terminates the engagement according to the terms of the next sentence herein (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period In the event, however, in the course of three (3) month(s) from the date hereofPlacement Agent’s performance of due diligence it deems it necessary to terminate the engagement, the engagement Placement Agent may be terminated at any time by either party upon 10 days written notice do so prior to the other party, effective upon receipt of written notice to that effect by the other partyTermination Date. If the The Company elects may elect to terminate this Agreement the engagement hereunder for any reason even though prior to the Placement Agent was prepared Terminate Date but will remain responsible for the fees and expenses pursuant to proceed Section 3 hereof and fees and expenses with respect to the Placement reasonably Securities, if sold in the Placement. If within the intent of this Agreement, and if within six twelve (612) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by the Placement Agent Agent, which list of investors is provided to the Company, during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 hereinherein as to such specific investors. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date), subject to the limits set forth in Section 3. The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three nine (39) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, and if within six twelve (612) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentLead Manager’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier later of (i) the final closing date of the Placement and Placement, (ii) the date a party terminates the engagement according to the terms of the next sentence June 30, 2021 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent Lead Manager was prepared to proceed with the Placement reasonably within the intent of this AgreementPlacement, and and, if within six twelve (612) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted introduced by Placement Agent the Lead Manager to the Company during the term of this Agreement, then the Company will pay to the Placement Agent Lead Manager upon the closing of such financing the compensation set forth in Section 3 1 herein. If the Company reasonably anticipates that the Lead Manager may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify the Lead Manager promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent Lead Manager on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). The Placement Agent Xxxxx agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.. Sino-Global Shipping America, Ltd.February 5, 2021Page 6

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) the date a when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the engagement The Agreement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt . Following either (i) the occurrence of written notice to the closing of the Placement or (ii) in the event that effect by the other party. If the Company elects to terminate this Agreement the Placement Agent’s engagement hereunder for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this AgreementPlacement, and and, in either case, if within six three (63) months following the closing or any such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) on a Form F-3 with any of the investors contacted “wall-crossed” by the Placement Agent to the Company during the term of this Agreement as evidenced by a list of such investors provided to the Company upon termination of this Agreement, then the Company will pay to the Placement Agent upon the closing of such financing the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received. If the Company reasonably anticipates that the Placement Agent may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify the Placement Agent promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this AgreementAgreement for twelve (12) months, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be (A) This Agreement will remain in effect until the earlier of (i) the final closing Closing date of the Placement and (ii) the date a party terminates the engagement according to with the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”)sentence. After an initial period of three (3) month(s) from the date hereof, the The engagement may be terminated at any time by either party upon 10 on ten (10) days prior written notice to the other partyparty until a Closing has occurred. Following the final Closing of this Placement, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent will automatically terminate. The date of termination of this AgreementAgreement is referred to herein from time to time as the “Termination Date.” If, and if within six (6) months following such terminationafter the Termination Date, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securitiessecurities other than any warrants issued in connection with this Agreement) with any of the investors contacted by the Placement Agent during in connection with the term of this AgreementPlacement (other than Company Introduced Purchasers), then the Company will pay to the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. 1 upon closing of such financing. (B) Notwithstanding anything herein to the contrary contained hereincontrary, subject to the six (6) months limitation described in Section 5(A) above, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant the compensation and expenses accruing prior to the Termination Date as described in Section 3 hereof 1, Section 4, this Section 5, Sections 9, 10 and 11 and all of Exhibit A attached hereto (the provisions concerning confidentialityterms of which are incorporated by reference hereto), indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any termination or expiration or termination of this Agreement. If The termination of this Agreement is terminated shall not affect the Company's obligation to pay fees to the extent provided for in Section 1 herein and shall not affect the Company's obligation to reimburse the expenses accruing prior to the completion of the Placement, all fees due such Termination Date to the Placement Agent extent provided for herein. All such accrued fees and reimbursements due shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date). The ) or upon the Closing of the Placement Agent agrees not to use or any confidential information concerning applicable portion thereof (in the Company provided event such fees are due pursuant to the Placement Agent by the Company for any purposes other than those contemplated under this Agreementterms of Section 1 hereof).

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the The engagement may be terminated at any time by either party upon 10 five (5) days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, and if within six forty-five (645) months days following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted first introduced to the Company by Placement ICON Capital Group: JC Company: SR Agent during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s ’ engagement for public offering hereunder shall be exclusive until the earlier of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three six (36) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was were prepared to proceed with the Placement reasonably within the intent of this Agreement, and if within six (6) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees agree, not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be will commence on the date hereof and continue until the earlier of the Closing Date and 60 days after the date hereof, provided that A.G.P. shall retain the right to act as sole, lead or co-lead U.S. agent, U.S. underwriter or U.S. advisor in connection with any financing conducted during the six (i6) months following the final closing Closing Date and shall be entitled to the same compensation outlined hereunder for any funds raised by A.G.P. in the case a subsequent financing is consummated. The foregoing 6 month right shall not apply to any royalty or similar arrangement with respect to future development for the XRx-008 program. The date of the Placement and (ii) the date a party terminates the engagement according to the terms termination of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period Termination Date.” In the event, however, in the course of three (3) month(s) from the date hereofPlacement Agent’s performance of due diligence it deems it necessary to terminate the engagement, the engagement Placement Agent may be terminated at any time by either party upon 10 days written notice do so prior to the other party, effective upon receipt of written notice to that effect by the other partyTermination Date. If the The Company elects may elect to terminate this Agreement the engagement hereunder for any reason even though prior to the Termination Date but will remain responsible for fees and incurred expenses pursuant to Section 3 and Section 4 hereof and fees and expenses with respect to the Placement Agent was prepared to proceed with Securities, if sold in the Placement reasonably within the intent of this Agreement, and if within six (6) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 hereinPlacement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned or expenses actually incurred pursuant to Section 3 and Section 4 hereof and the provisions concerning confidentiality, indemnification and contribution contribution, no fiduciary duty and governing law (including the waiver of the right to trial by jury) contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees or expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned earned, incurred or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until will commence on the date hereof and continue through the earlier of (i) the final closing date of the Placement Closing Date and (ii) the date a party terminates the engagement according to the terms of the next sentence herein (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period In the event, however, in the course of three (3) month(s) from the date hereofPlacement Agent’s performance of due diligence it deems it necessary to terminate the engagement, the engagement Placement Agent may be terminated at any time by either party upon 10 days written notice do so prior to the other party, effective upon receipt of written notice to that effect by the other partyTermination Date. If the The Company elects may elect to terminate this Agreement the engagement hereunder for any reason even though prior to the Placement Agent was prepared Terminate Date but will remain responsible for the fees and expenses pursuant to proceed Section 3 hereof and fees and expenses with respect to the Placement reasonably Securities, if sold in the Placement. If within the intent of this Agreement, and if within six twelve (612) months following such terminationthe Termination Date if this Agreement is terminated by the Company, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by the Placement Agent Agent, which list of investors is provided to the Company, during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 hereinherein as to such specific investors. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date), subject to the limits set forth in Section 3. The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (iA) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this This Agreement remains will remain in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereofuntil September 30, the engagement may be terminated at any time by 2018, after which either party upon 10 shall have the right to terminate the Agreement on sixty (60) days prior written notice to the other party, effective upon receipt of written party (which notice to that effect may be delivered only by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared prior to proceed with September 30, 2018, provided that such termination shall not be effective prior to September 30, 2018), and upon successful completion of the Placement reasonably within the intent Placement, this Agreement will automatically terminate. The date of termination of this AgreementAgreement is referred to herein from time to time as the “Termination Date.” If, and if within six fifteen (615) months following such terminationafter the Termination Date, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securitiessecurities other than the warrants issued pursuant to this Agreement) with any of the investors who were contacted by the Placement Agent during in connection with the term of this AgreementPlacement, then the Company will pay to the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. 1 upon the closing of such financing. (B) Notwithstanding anything herein to the contrary contained hereincontrary, subject to the fifteen (15) months limitation described in Section 5(A) above, the provisions concerning obligation to pay the compensation and expenses accruing prior to the Termination Date as described in Section 1(A) and (C), the obligation to issue Placement Warrants as described in Section 1(B), Section 4, this Section 5, Section 9 and Sections 10, 11 and 12 and all of Exhibit A attached hereto (the terms of which are incorporated by reference hereto), will survive any termination or expiration of this Agreement. The termination of this Agreement shall not affect the Company’s obligation to pay any fees actually earned pursuant to the extent provided for in Section 3 hereof 1 herein (provided that no fee is payable under Section 1(A) after the Termination Date unless expressly provided for in Section 5(A)) and the provisions concerning confidentiality, indemnification and contribution contained herein and shall not affect the Company’s obligations contained in obligation to reimburse the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated expenses accruing prior to the completion of the Placement, all fees due such Termination Date to the Placement Agent extent provided for herein. All such accrued fees and reimbursements due shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date). The ) or upon the Closing of the Placement Agent agrees not to use or any confidential information concerning applicable portion thereof (in the Company provided event such fees are due pursuant to the Placement Agent by the Company for any purposes other than those contemplated under this Agreementterms of Section 1 hereof).

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until will expire on the earlier of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence December 28, 2017 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period In the event, however, in the course of three (3) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt Placement Agent’s performance of written notice to that effect by the other party. If the Company elects due diligence they deem it necessary to terminate this Agreement for any reason even though the engagement, the Placement Agent was prepared may do so prior to proceed with the Placement reasonably within the intent of this Agreementtermination date and upon immediate written notice. If, and if within six (6) months following such terminationafter the Termination Date, the Company completes any private financing of equity, equity-linked or debt or other capital raising activity of the Company (Company, other than (i) the exercise by any person or entity of any options, warrants or other convertible securitiessecurities and excluding (ii) the Securities, with any of the investors contacted purchasers who were first introduced to the Company in connection with the financing contemplated hereby by the Placement Agent during the term of this AgreementAgent, then the Company will pay to the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein1 herein (the “Termination Fee”). Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s representations and warranties and obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentLead Manager’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier later of (i) the final closing date of the Placement and Placement, (ii) the date a party terminates the engagement according to the terms of the next sentence January 31, 2021 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent Lead Manager was prepared to proceed with the Placement reasonably within the intent of this AgreementPlacement, and and, if within six twelve (612) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted introduced by Placement Agent the Lead Manager to the Company during the term of this Agreement, then the Company will pay to the Placement Agent Lead Manager upon the closing of such financing the compensation set forth in Section 3 1 herein. If the Company reasonably anticipates that the Lead Manager may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify the Lead Manager promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent Lead Manager on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). The Placement Agent Xxxxx agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence September 30, 2020 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, and if within six twelve (612) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted “wall crossed” by Placement Agent for purposes of the Placement during the term of this AgreementAgreement (other than investors introduced to the Placement Agent by the Company, which the Placement Agent agrees have been introduced by the Company), then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received by the Company solely from such contacted investors. In the event the Company elects to terminate this Agreement for any reason, the Placement Agent shall provide a list of contacted investors. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentLead Manager’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final closing date of the Placement and Placement, (ii) one hundred and twenty (120) days from the date a party terminates the engagement according to the terms of the next sentence hereof (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period In the event the Company has not had its Registration Statement approved by the Commission (as referenced herein) as of three (3) month(s) from the date hereofTermination Date, the engagement may Termination Date shall be terminated at any time by either party extended automatically for an additional 45-day period upon 10 days written notice to the other party, effective upon receipt approval of written notice to that effect by the other partyRegistration Statement. If the Company elects to terminate this Agreement for any reason even though the Placement Agent Lead Manager was prepared to proceed with the Placement reasonably within the intent of this AgreementPlacement, and and, if within six twelve (612) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by Placement Agent the Lead Manager during the term of this AgreementAgreement as evidenced by a list of such investors provided by Maxim upon written request, then the Company will pay to the Placement Agent Lead Manager upon the closing of such financing the compensation set forth in Section 3 1 herein. If the Company reasonably anticipates that the Lead Manager may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify the Lead Manager promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent Lead Manager on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). The Placement Agent Xxxxx agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.. China Bat Group, Inc.February 25, 2019Page 6

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier later of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence September 30, 2020 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, and if within six twelve (612) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted “wall crossed” by Placement Agent for purposes of the Placement during the term of this AgreementAgreement (other than investors introduced to the Placement Agent by the Company, which the Placement Agent agrees have been introduced by the Company), then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received by the Company solely from such contacted investors. In the event the Company elects to terminate this Agreement for any reason, the Placement Agent shall provide a list of contacted investors. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be (A) This Agreement will remain in effect until the earlier of (i) the final closing Closing date of the Placement and (ii) the date a party terminates the engagement according to with the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”)sentence. After an initial period of three (3) month(s) from the date hereof, the The engagement may be terminated at any time by either party upon 10 on ten (10) days prior written notice to the other partyparty until a Closing has occurred. Following the final Closing of this Placement, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent will automatically terminate. The date of termination of this AgreementAgreement is referred to herein from time to time as the “Termination Date.” If, and if within six (6) months following such terminationafter the Termination Date, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securitiessecurities other than any warrants issued in connection with this Agreement) with any of the investors contacted by the Placement Agent during in connection with the term Placement (other than Company Introduced Purchasers), provided that such financing is a party introduced to the Company in an offering in which the Company has direct knowledge of this Agreementsuch party’s participation, then the Company will pay to the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. 1 upon closing of such financing. (B) Notwithstanding anything herein to the contrary contained hereincontrary, subject to the six (6) months limitation described in Section 5(A) above, the provisions concerning obligation to pay the compensation and expenses accruing prior to the Termination Date as described in Section 1, Section 4, this Section 5, Sections 8, 9 and 10 and all of Exhibit A attached hereto (the terms of which are incorporated by reference hereto), will survive any termination or expiration of this Agreement. The termination of this Agreement shall not affect the Company’s obligation to pay any fees actually earned pursuant to the extent provided for in Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained 1 herein and shall not affect the Company’s obligations contained in obligation to reimburse the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated expenses accruing prior to the completion of the Placement, all fees due such Termination Date to the Placement Agent extent provided for herein. All such accrued fees and reimbursements due shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date). The ) or upon the Closing of the Placement Agent agrees not to use or any confidential information concerning applicable portion thereof (in the Company provided event such fees are due pursuant to the Placement Agent by the Company for any purposes other than those contemplated under this Agreementterms of Section 1 hereof).

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) the date a when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the engagement The Agreement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt . Following either (i) the occurrence of written notice to the closing of the Placement or (ii) in the event that effect by the other party. If the Company elects to terminate this Agreement the Placement Agent’s engagement hereunder for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this AgreementPlacement, and and, in either case, if within six twelve (612) months following the closing or any such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted “wall-crossed” by the Placement Agent to the Company during the term of this Agreement as evidenced by a list of such investors provided to the Company upon termination of this Agreement, then the Company will pay to the Placement Agent upon the closing of such financing the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received. If the Company reasonably anticipates that the Placement Agent may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify the Placement Agent promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this AgreementAgreement for twelve (12) months, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be (A) This Agreement will remain in effect until the earlier of (i) the final closing Closing date of the Placement and (ii) the date a party terminates the engagement according to with the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”)sentence. After an initial period of three (3) month(s) from the date hereof, the The engagement may be terminated at any time by either party upon 10 on ten (10) days prior written notice to the other partyparty until a Closing has occurred. Following the final Closing of this Placement, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent will automatically terminate. The date of termination of this AgreementAgreement is referred to herein from time to time as the “Termination Date.” If, and if within six twelve (612) months following such terminationafter the Termination Date, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securitiessecurities other than any warrants issued in connection with this Agreement) with any of the investors contacted by the Placement Agent during in connection with the term of this AgreementPlacement (other than Company Introduced Purchasers), then the Company will pay to the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. 1 upon closing of such financing. (B) Notwithstanding anything herein to the contrary contained hereincontrary, subject to the twelve (12) months limitation described in Section 5(A) above, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant the compensation and expenses accruing prior to the Termination Date as described in Section 3 hereof 1, Section 4, this Section 5, Sections 9, 10 and 11 and all of Exhibit A attached hereto (the provisions concerning confidentialityterms of which are incorporated by reference hereto), indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any termination or expiration or termination of this Agreement. If The termination of this Agreement is terminated shall not affect the Company's obligation to pay fees to the extent provided for in Section 1 herein and shall not affect the Company's obligation to reimburse the expenses accruing prior to the completion of the Placement, all fees due such Termination Date to the Placement Agent extent provided for herein. All such accrued fees and reimbursements due shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date). The ) or upon the Closing of the Placement Agent agrees not to use or any confidential information concerning applicable portion thereof (in the Company provided event such fees are due pursuant to the Placement Agent by the Company for any purposes other than those contemplated under this Agreementterms of Section 1 hereof).

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be commence on the date of this Agreement and continue until the earlier of (i) the final closing date of the Placement and (ii) the date a when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the engagement The Agreement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt . Following either (i) the occurrence of written notice to the closing of the Placement or (ii) in the event that effect by the other party. If the Company elects to terminate this Agreement the Placement Agent’s engagement hereunder for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this AgreementPlacement, and and, in either case, if within six twelve (612) months following the closing or any such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted “wall-crossed” by the Placement Agent to the Company during the term of this Agreement as evidenced by a list of such investors provided to the Company upon termination of this Agreement, then the Company will pay to the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein3.A. herein to the extent of the gross proceeds received. If the Company reasonably anticipates that the Placement Agent may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify the Placement Agent promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this AgreementAgreement for twelve (12) months, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentLead Manager’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier later of (i) the final closing date of the Placement and Placement, (ii) the date a party terminates the engagement according to the terms of the next sentence March 31, 2021 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period In the event the Company has not had its Registration Statement approved by the Commission (as referenced herein) as of three (3) month(s) from the date hereofTermination Date, the engagement may Termination Date shall be terminated at any time by either party extended automatically for an additional 45-day period upon 10 days written notice to the other party, effective upon receipt approval of written notice to that effect by the other partyRegistration Statement. If the Company elects to terminate this Agreement for any reason even though the Placement Agent Lead Manager was prepared to proceed with the Placement reasonably within the intent of this AgreementPlacement, and and, if within six twelve (612) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by Placement Agent the Lead Manager during the term of this Agreement, then the Company will pay to the Placement Agent Lead Manager upon the closing of such financing the compensation set forth in Section 3 1 herein. If the Company reasonably anticipates that the Lead Manager may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify the Lead Manager promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent Lead Manager on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). The Placement Agent Xxxxx agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentXxxxx’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final closing date Closing Date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereoflasting until October 31, 2023, the engagement Agreement may be terminated at any time by either party upon 10 days thirty (30) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The Agreement may not be earlier terminated other than for Cause (defined hereinafter). If there is a Closing of the Company elects Placement, or if the Termination Date occurs prior to terminate this Agreement for any reason even though Closing of the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement(other than for Cause), and then if within six (6) months following such terminationtime, the Company completes any financing of equity, equity-linked linked, convertible or debt or other capital raising activity of the Company (other than the exercise by with, or receives any person or entity of any optionsproceeds from, warrants or other convertible securities) with any of the investors contacted or introduced by Placement Agent Xxxxx during the term of this Agreement, then the Company will pay the Placement Agent Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 1 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, Xxxxx’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent Xxxxx agrees not to use any confidential information concerning the Company provided to the Placement Agent Maxim by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentMaxim’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three one (31) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason reason, other than Maxim's material failure to provide the placement services, even though the Placement Agent Maxim was prepared to proceed with the Placement reasonably within the intent of this AgreementAgreement and, and if within six (6) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by Placement Agent Maxim during the term of this Agreement, then the Company will pay the Placement Agent Maxim upon the closing of such financing the compensation set forth in Section 3 1 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent Maxim agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentLead Manager’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final closing date of the Placement and Placement, (ii) three months from the date a party terminates the engagement according to the terms of the next sentence this agreement (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period In the event the Company has not had its Registration Statement approved by the Commission (as referenced herein) as of three (3) month(s) from the date hereofTermination Date, the engagement may Termination Date shall be terminated at any time by either party extended automatically for an additional 45-day period upon 10 days written notice to the other party, effective upon receipt approval of written notice to that effect by the other partyRegistration Statement. If the Company elects to terminate this Agreement for any reason even though the Placement Agent Lead Manager was prepared to proceed with the Placement reasonably within the intent of this AgreementPlacement, and and, if within six twelve (612) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by Placement Agent the Lead Manager during the term of this AgreementAgreement as evidenced by a list of such investors provided by Maxim upon written request, then the Company will pay to the Placement Agent Lead Manager upon the closing of such financing the compensation set forth in Section 3 1 herein. If the Company reasonably anticipates that the Lead Manager may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify the Lead Manager promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent Lead Manager on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). The Placement Agent Xxxxx agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s Agent engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three one (31) month(s) month from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, and if within six (6) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by the Placement Agent during the term of this Agreement and set forth on a list provided to the Company as of the termination date of this Agreement,, then the Company will pay the Placement Agent upon the closing of such financing the compensation set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s Agents engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was Agents were prepared to proceed with the Placement reasonably within the intent of this Agreement, and if within six (6) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by Placement Agent Agents during the term of this Agreement and set forth on a list provided to the Company as of the termination date of this Agreement,, then the Company will pay the Placement Agent Agents upon the closing of such financing the compensation set forth in Section 3 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent Agents shall be paid by the Company to the Placement Agent Agents on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees Agents agree, severally and not jointly, not to use any confidential information concerning the Company provided to the Placement Agent Agents by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) the date a when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the engagement The Agreement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement terminates for any reason even though (other than for “Cause”), or if there is a Closing of the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this AgreementPlacement, and then, if within six (6) months following such terminationtermination or Closing, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted “wall crossed” by Placement Agent during the term of this AgreementAgreement (other than investors introduced to the Placement Agent by the Company, which the Placement Agent agrees have been introduced by the Company), then the Company will pay the Placement Agent upon the closing of such financing the lower of the compensation set forth in Section 3 hereinherein or the rate of compensation payable in the new financing. In the event the Company elects to terminate this Agreement for any reason, the Placement Agent shall provide a list of wall-crossed investors. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, Maxim’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentLead Manager’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final closing date of the Placement and Placement, (ii) the date a party terminates the engagement according to the terms of the next sentence November 31, 2020 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period In the event the Company has not had its Registration Statement approved by the Commission (as referenced herein) as of three (3) month(s) from the date hereofTermination Date, the engagement may Termination Date shall be terminated at any time by either party extended automatically for an additional 45-day period upon 10 days written notice to the other party, effective upon receipt approval of written notice to that effect by the other partyRegistration Statement. If the Company elects to terminate this Agreement for any reason even though the Placement Agent Lead Manager was prepared to proceed with the Placement reasonably within the intent of this AgreementPlacement, and and, if within six twelve (612) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by Placement Agent the Lead Manager during the term of this Agreement, then the Company will pay to the Placement Agent Lead Manager upon the closing of such financing the compensation set forth in Section 3 1 herein. If the Company reasonably anticipates that the Lead Manager may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify the Lead Manager promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent Lead Manager on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). The Placement Agent Mxxxx agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) the date a when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the engagement The Agreement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt . Following either (i) the occurrence of written notice to the closing of the Placement or (ii) in the event that effect by the other party. If the Company elects to terminate this Agreement the Placement Agent’s engagement hereunder for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this AgreementPlacement, and and, in either case, if within six (6) months following the closing or any such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted “wall-crossed” by the Placement Agent to the Company during the term of this Agreement as evidenced by a list of such investors provided to the Company upon termination of this Agreement, then the Company will pay to the Placement Agent upon the closing of such financing the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received. If the Company reasonably anticipates that the Placement Agent may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify the Placement Agent promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this AgreementAgreement for twelve (12) months, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) the date a when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the engagement The Agreement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this AgreementPlacement, and and, if within six twelve (612) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted “wall-crossed” by the Placement Agent to the Company during the term of this Agreement as evidenced by a list of such investors provided to the Company upon termination of this Agreement, then the Company will pay to the Placement Agent upon the closing of such financing the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received. If the Company reasonably anticipates that the Placement Agent may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify the Placement Agent promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this AgreementAgreement for twelve (12) months, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentLead Manager’s engagement hereunder shall be become effective on the date hereof and shall continue until three months from the earlier of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence this agreement (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period In the event the Company has not had its Registration Statement approved by the Commission (as referenced herein) as of three (3) month(s) from the date hereofTermination Date, the engagement may Termination Date shall be terminated at any time by either party extended automatically for an additional 45-day period upon 10 days written notice to the other party, effective upon receipt approval of written notice to that effect by the other partyRegistration Statement. If the Company elects to terminate this Agreement for any reason even though the Placement Agent Lead Manager was prepared to proceed with the Placement reasonably within the intent of this AgreementPlacement, and and, if within six twelve (612) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by Placement Agent the Lead Manager during the term of this AgreementAgreement as evidenced by a list of such investors provided by Maxim upon written request, then the Company will pay to the Placement Agent Lead Manager upon the closing of such financing the compensation set forth in Section 3 1 herein. If the Company reasonably anticipates that the Lead Manager may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify the Lead Manager promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent Lead Manager on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). The Placement Agent Xxxxx agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s Xxxxxxxxxx’ engagement hereunder shall be until will terminated upon the earlier of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the The engagement may be terminated by Xxxxxxxxxx at any time by either party upon 10 days days’ written notice to the other partynotice, effective upon receipt of written notice to that effect or by the other party. If Company at any time before the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, and if within six (6) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity end of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent Term upon the closing of such financing the compensation set forth in Section 3 herein10 days’ written notice. Notwithstanding anything to the contrary contained herein, the provisions in this Agreement concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Upon any termination of this Agreement, the Company’s obligation to pay Xxxxxxxxxx any fees actually earned on closing of the Placement and otherwise payable under Section 1(A), shall survive any expiration or termination of this Agreement, as permitted by FINRA Rule 5110(f)(2)(d). Upon any termination of this Agreement, the Company’s obligation to reimburse Xxxxxxxxxx for out of pocket accountable expenses actually incurred by Xxxxxxxxxx and reimbursable upon closing of the Placement pursuant to Section 1(B), if any are otherwise due under Section 1(B) hereof, will survive any expiration or termination of this Agreement, as permitted by FINRA Rule 5110(f)(2)(d). If this Agreement the Placement is terminated prior consummated, Xxxxxxxxxx shall be entitled to Placement Agent Fee and Xxxxxxxxxx Warrants, calculated in the manner provided herein, with respect to any public or private offering of equity or equity-linked securities of the Company of any kind (“Tail Financing”) to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on extent that such financing or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company capital is provided to the Placement Agent Company by investors whom Xxxxxxxxxx had introduced to the Company and are set forth on a written list provided by Xxxxxxxxxx to the Company by the Company for Closing Date or within five (5) days of the earlier termination of this agreement (the “Investors”), if such Tail Financing is consummated at any purposes other than those contemplated under time during the Term or within 6 months following the expiration or termination of this AgreementAgreement (the “Tail Period”).

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) the date a when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the engagement The Agreement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt . Following either (i) the occurrence of written notice to the closing of the Placement or (ii) in the event that effect by the other party. If the Company elects to terminate this Agreement the Placement Agent’s engagement hereunder for any reason other than for cause even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this AgreementPlacement, and and, in either case, if within six (6) months following the closing or any such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securitiesan at-the-market offering) with any of the investors contacted introduced by the Placement Agent to the Company during the term of this Agreement as evidenced by a list of such investors, which shall not be more than 20 investors, provided to the Company upon termination of this Agreement, then the Company will pay to the Placement Agent upon the closing of such financing the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received. If the Company reasonably anticipates that the Placement Agent may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify the Placement Agent promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this AgreementAgreement for twelve (12) months, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s Agents’ engagement hereunder shall be until will expire on the earlier of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence December 31, 2016 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period In the event, however, in the course of three (3) month(s) from the date hereofPlacement Agents’ performance of due diligence they deem it necessary to terminate the engagement, the engagement Placement Agents may be terminated at any time by either party upon 10 days written notice do so prior to the other partytermination date and upon immediate written notice. If, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, and if within six (6) months following such terminationafter the Termination Date, the Company completes any private financing of equity, equity-linked or debt or other capital raising activity of the Company (Company, other than (i) the exercise by any person or entity of any options, warrants or other convertible securitiessecurities and excluding (ii) the Securities, with any of the investors contacted purchasers who were first introduced to the Company in connection with the financing contemplated hereby by the Placement Agent during the term of this AgreementAgents, then the Company will pay to the Placement Agent Agents upon the closing of such financing the compensation set forth in Section 3 herein1 herein (the “Termination Fee”). Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s representations and warranties and obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due shall be paid to the Placement Agent shall be paid by the Company to the Placement Agent Agents on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). The Each Placement Agent agrees agrees, severally and not jointly, not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s Xxxxxxxxxx’ engagement hereunder shall be until will terminated upon the earlier of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the The engagement may be terminated by Xxxxxxxxxx at any time by either party upon 10 days days’ written notice to the other partynotice, effective upon receipt of written notice to that effect or by the other party. If Company at any time before the Company elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, and if within six (6) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity end of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by Placement Agent during the term of this Agreement, then the Company will pay the Placement Agent Term upon the closing of such financing the compensation set forth in Section 3 herein10 days’ written notice. Notwithstanding anything to the contrary contained herein, the provisions in this Agreement concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Upon any termination of this Agreement, the Company’s obligation to pay Xxxxxxxxxx any fees actually earned on closing of the Placement and otherwise payable under Section 1(A), shall survive any expiration or termination of this Agreement, as permitted by FINRA Rule 5110(f)(2)(d). Upon any termination of this Agreement, the Company’s obligation to reimburse Xxxxxxxxxx for out of pocket accountable expenses actually incurred by Xxxxxxxxxx and reimbursable upon closing of the Placement pursuant to Section 1(B), if any are otherwise due under Section 1(B) hereof, will survive any expiration or termination of this Agreement, as permitted by FINRA Rule 5110(f)(2)(d). If this Agreement the Placement is terminated prior not consummated, Xxxxxxxxxx shall be entitled to Placement Agent Fee and Xxxxxxxxxx Warrants, calculated in the manner provided herein, with respect to any public or private offering of equity or equity-linked securities of the Company of any kind (“Tail Financing”) to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on extent that such financing or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company capital is provided to the Placement Agent Company by investors whom Xxxxxxxxxx had introduced to the Company and are set forth on a written list provided by Xxxxxxxxxx to the Company by the Company for Closing Date or within five (5) days of the earlier termination of this agreement (the “Investors”), if such Tail Financing is consummated at any purposes other than those contemplated under time during the Term or within 6 months following the expiration or termination of this AgreementAgreement (the “Tail Period”).

ENGAGEMENT TERM. The Placement AgentMaxim’s engagement hereunder shall will be until the earlier of (i) the final closing date of the Placement June 15, 2016 and (ii) the date a party terminates the engagement according to the terms completion of the next sentence (such datePlacement. The engagement may be terminated by either the Company or Maxim at any time upon 15 days’ written notice after June 15, 2016. The date of termination of this Agreement is referred to herein as the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period .” In the event, however, in the course of three (3) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt Placement Agent’s performance of written notice to that effect by the other party. If the Company elects due diligence it deems it necessary to terminate this Agreement for any reason even though the engagement, the Placement Agent was prepared may do so prior to proceed with the Placement reasonably Termination Date. If within the intent of this Agreement, and if within six eighteen (618) months following such terminationafter the Termination Date, the Company completes any private financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities, including the Warrants and Placement Warrants) with any of the investors contacted by Placement Agent Maxim during the term of this Agreementits engagement, then the Company will pay the Placement Agent to Maxim upon the closing of such financing the compensation set forth in Section 3 herein4(a) hereof. Upon such termination, Maxim shall deliver to the Company a list of all investors contacted by Maxim during the term of its engagement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 4 hereof and which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D), and the provisions concerning confidentiality, indemnification and contribution provisions contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior Notwithstanding anything to the completion of contrary contained herein, the Placementprovisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 4 hereof which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D), all fees due to and the Placement Agent shall be paid by confidentiality, indemnification and contribution provisions contained herein and the Company to the Placement Agent on or before the Termination Date (Company’s obligations contained in the event such fees are earned Indemnification Provisions will survive any expiration or owed as termination of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentLead Manager’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier later of (i) the final closing date of the Placement and Placement, (ii) the date a party terminates the engagement according to the terms of the next sentence August 31, 2021 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent Lead Manager was prepared to proceed with the Placement reasonably within the intent of this AgreementPlacement, and and, if within six twelve (612) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted introduced by Placement Agent the Lead Manager to the Company during the term of this Agreement as evidenced by a list of such investors provided to the Company upon termination of this Agreement, then the Company will pay to the Placement Agent Lead Manager upon the closing of such financing the compensation set forth in Section 3 1 herein. If the Company reasonably anticipates that the Lead Manager may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify the Lead Manager promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this AgreementAgreement for twelve (12) months, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent Lead Manager on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). The Placement Agent Xxxxx agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentMaxim’s engagement hereunder shall be until the earlier of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three one (31) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent Maxim was prepared to proceed with the Placement reasonably within the intent of this AgreementAgreement and, and if within six (6) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted by Placement Agent Maxim during the term of this Agreement, then the Company will pay the Placement Agent Maxim upon the closing of such financing the compensation set forth in Section 3 1 herein. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent Maxim agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentLead Manager’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final closing date Closing Date of the Placement and Placement, (ii) the date a party terminates the engagement according to the terms of the next sentence April 1, 2021 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of three (3) month(s) from the date hereof, the engagement may be terminated at any time by either party upon 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement for any reason even though the Placement Agent Lead Manager was prepared to proceed with the Placement reasonably within the intent of this AgreementPlacement, and and, if within six twelve (612) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted introduced by Placement Agent the Lead Manager to the Company during the term of this Agreement, then the Company will pay to the Placement Agent Lead Manager upon the closing of such financing the compensation set forth in Section 3 1 herein. If the Company reasonably anticipates that the Lead Manager may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify the Lead Manager promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent Lead Manager on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). The Placement Agent Xxxxx agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentLead Manager’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final closing date of the Placement and Placement, (ii) the date a party terminates the engagement according to the terms of the next sentence July 31, 2018 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period In the event the Company has not had its Registration Statement approved by the Commission (as referenced herein) as of three (3) month(s) from the date hereofTermination Date, the engagement may Termination Date shall be terminated at any time by either party extended automatically for an additional 45-day period upon 10 days written notice to the other party, effective upon receipt approval of written notice to that effect by the other partyRegistration Statement. If the Company elects to terminate this Agreement for any reason even though the Placement Agent Lead Manager was prepared to proceed with the Placement reasonably within the intent of this AgreementPlacement, and and, if within six twelve (612) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the investors contacted introduced to the Company or wall-crossed by Placement Agent the Lead Manager during the term of this Agreement, then the Company will pay to the Placement Agent Lead Manager upon the closing of such financing the compensation set forth in Section 3 herein1 herein for the amounts raised from such investors. If the Company reasonably anticipates that the Lead Manager may become entitled to payment as set forth in the preceding sentence, the Company shall use its best efforts to notify the Lead Manager promptly of such possible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent Lead Manager on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). The Placement Agent Xxxxx agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.