Common use of Further Covenants Clause in Contracts

Further Covenants. OPCO and Issuer hereby covenant and agree that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shall, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO Material Adverse Effect or (ii) an Issuer Material Adverse Effect, either of which as a result it becomes necessary to amend or supplement the Memorandum so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribers. Neither OPCO nor Issuer will at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer is advised thereof, OPCO or Issuer, as applicable, will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, will use their reasonable best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer shall comply with the Act, the Exchange Act and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCO’s Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer that the Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer shall use best efforts to qualify the Units for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer and the Placement Agent, and Issuer will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units for the purposes substantially as described under the “Use of Proceeds” section of the Memorandum. Except as set forth in the Memorandum, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or Issuer, as applicable, shall afford each prospective purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegis, which consent shall not be unreasonably withheld, OPCO and Issuer shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandum, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or (vi) change its business or operations. (i) OPCO or the Issuer, as applicable, shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants and will also pay OPCO’s and the Issuer’s own expenses for accounting fees, legal fees and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel). OPCO will provide at its own expense such quantities of the Memorandum and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCO’s counsel, on behalf of the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating to the Offering and will distribute one such binder to each of the Placement Agent and its counsel. (j) Until the earlier of the Termination Date or the Final Closing, neither OPCO nor Issuer nor any person or entity acting on such persons’ behalf will negotiate with any other placement agent or underwriter with respect to a private offering of such entity’s debt or equity securities. Neither OPCO nor Issuer nor anyone acting on such persons’ behalf will, until the earlier of the Termination Date or the Final Closing, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units from, or otherwise approach or negotiate in respect thereof with, any other person.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO Material a Company Xxxxx Xxxxxxxx Adverse Effect or (ii) an Issuer Material Adverse Effect, either of otherwise which as a result it becomes necessary to amend or supplement the Memorandum so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribers. Neither OPCO nor Issuer The Company will not at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their its reasonable best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Exchange Act and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOthe Company’s Blue Sky blue sky counsel has advised the Placement Agent, OPCO and/or Issuer Agent that the Units Shares are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the UnitsShares, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer The Company shall use its best efforts to qualify the Units Shares for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer the Company and the Placement Agent, and Issuer Company will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer Company will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer Company shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants Shares and the Agent Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units Shares for the purposes substantially as described under the “Use of Proceeds” section of in the Memorandum. Except as set forth in the Memorandum, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders shareholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or IssuerPeriod, as applicable, the Company shall afford each prospective purchaser of Units Shares the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer the Company possesses such information or can acquire it without unreasonable expense. In addition, to the extent that any purchaser of Shares has inquiries concerning any of the business or operations of any member of the Company Group, the Company shall use reasonable best efforts to ensure that officers of such members are made available to respond to such inquiries. (h) Except with upon obtaining the prior written consent of Aegis, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandumbusiness, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided provided, however, that the Company shall be permitted to issue stock options and/or restricted stock units to officers, advisors, directors and employees of the Company pursuant to its existing equity incentive plan as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”)SEC Reports, (iiiii) incur, outside of the ordinary course of business, any material indebtedness, (iviii) dispose of any material assets, (viv) make any acquisition (except to the extent specifically referenced in the Memorandum) or (viv) change its business or operations. (i) OPCO or the Issuer, as applicable, The Company shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants Shares and the Agent Warrants and will also pay OPCO’s and the Issuer’s its own expenses for accounting fees, legal fees and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel). OPCO will provide at its own expense such quantities of the Memorandum and other documents and instruments relating to the Offering as the Placement Agent may reasonably requestOffering. All Blue Sky blue sky filings related to this Offering shall be prepared by OPCOthe Company’s counsel, on behalf of at the Issuer, at OPCOCompany’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating to the Offering and will distribute one such binder to each of the Placement Agent and its counsel. (j) Until the earlier of the Termination Date or the Final Closing, neither OPCO the Company will not, nor Issuer nor will any person or entity acting on such persons’ behalf will Company’s behalf, negotiate with any other placement agent or underwriter with respect to a private or public offering of such entity’s debt or equity securities. Neither OPCO nor Issuer the Company nor anyone acting on such persons’ the Company’s behalf will, until the earlier of the Termination Date or the Final Closing, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units any securities of the Company from, or otherwise approach or negotiate in respect thereof with, any other person. (k) As reflected in its SEC filings, the Company is subject to (i) an Equity Distribution Agreement dated September 3, 2021 with two investment banks (the “Agents”), pursuant to which the Company may offer and sell, from time to time, through the Agents (the “ATM Offering”), up to $75 million of its shares of common stock and (ii) a common stock purchase agreement dated March 25, 2022 (the “Purchase Agreement”) with Tumim Stone Capital, LLC pursuant to which the Company has the right, but not the obligation, to sell to Tumim, and Tumim is obligated to purchase, up to $10,000,000 of newly issued shares of the Company’s common stock from time to time during the term of the Purchase Agreement (the “ELOC”). With respect to the ATM Offering and the ELOC, the Company agrees as follows: a. During the Offering Period, the Company shall not access funds or otherwise utilize either the ATM or the ELOC. b. If less than $10,000,000 of gross proceeds is raised in the Offering, there shall be no restrictions to the Company’s ability to access funds or otherwise utilize either the ATM or the ELOC c. If between $10,000,000 and $19,999,999 of gross proceeds is raised in the Offering, the Company shall not access funds or otherwise utilize either the ATM or the ELOC until the registration statement required to be filed pursuant to the Registration Rights Agreement is declared effective by the SEC (“Effective Date”) and a period of 45 days have elapsed from such date; and d. If more than $20,000,000 of gross proceeds is raised in the Offering, the ability of the Company to access funds or otherwise utilize either the ATM or the ELOC shall be permitted but only following obtaining the written consent of the Placement Agent; provided, however, the foregoing consent shall not be required after six (6) months following the Effective Date, after which time the Company shall have the ability to access funds or otherwise utilize either the ATM or the ELOC without restriction.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shall, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by The Company agrees that it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO Material Adverse Effect or (ii) an Issuer Material Adverse Effect, either of which as a result it becomes necessary to amend modify or supplement the Memorandum so Securities Purchase Agreement during the course of the Offering to ensure that the representations and warranties herein remain true and correct in all Securities Purchase Agreement does not contain any untrue statement of a material respects, fact or in case it shall omit to state any material fact required to be stated therein or necessary to amend or supplement make the Memorandum to comply with Regulation D or any other applicable securities laws or regulationsstatements therein, either OPCO or Issuerin light of the circumstances in which they were made, as applicablenot misleading, will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time time, whether before or after the Final Closing Closing, prepare or use any amendment or supplement to the Memorandum Securities Purchase Agreement of which the Placement Agent will not previously have been advised and furnished with a copy, or to which the Placement Agent or its counsel will have objected in writing or orally (confirmed in writing within 24 hours), or which is not in compliance in all material respects with the Act Act, the Regulations and other applicable securities laws. . (b) Except with the prior written consent of the Placement Agent, which consent shall not be unreasonably withheld, the Company shall not, at any time prior to the Final Closing, take any action that would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date. (c) As soon as OPCO or Issuer is advised practicable following notification thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the MemorandumSecurities Purchase Agreement, or the suspension of the qualification or registration of the Securities for offering or the suspension of any exemption for such qualification or registration thereof of the Securities for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their its reasonable best efforts to prevent the issuance of any such order order, judgment or decree, and, if issued, to obtain as soon as reasonably possible practicable the lifting thereof. (cd) OPCO and Issuer The Company shall comply in all material respects with the Act, the rules and regulations of the Securities and Exchange Act Commission (the "SEC"), the 1934 Act, and the rules and regulations thereunderthereunder in each case applicable to the offer and sale of the Securities, and all applicable state securities laws and the rules and regulations thereunder in the states in which OPCO’s the Placement Agent's Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer Agent that the Units Securities are qualified or registered for sale or exempt from such qualification or registrationregistration (except to the extent that such qualification or registration would require the Company to be qualified to do business in such state or states), so as to permit the continuance of the sales of the UnitsSecurities, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (de) Issuer The Company shall use its reasonable best efforts to qualify the Units Securities for sale (or seek exemption therefrom) under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCOthe Placement Agent shall designate, Issuer and the Placement Agent, and Issuer Company will (through Blue Sky counsel) make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offeringrequest. (ef) The Issuer Company shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants Securities issued to subscribers stating that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units for the purposes substantially as described under the “Use of Proceeds” section of the Memorandum. Except as set forth in the Memorandum, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or IssuerPeriod, as applicable, the Company shall afford each prospective purchaser of Units Securities the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum Securities Purchase Agreement to the extent OPCO or Issuer it possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegisthe Placement Agent, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business, including, without limitation, the incurrence of material indebtedness; materially change its business or operations as shall be described in the Memorandum, SEC Reports (ii) as that term is defined in the Securities Purchase Agreement); dispose of any material assets or make any material acquisition; or issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights right to acquire any such securities; provided that , except as shall be contemplated by the Securities Purchase Agreement. Notwithstanding the preceding sentence, the Company shall be permitted may issue (i) compensatory option grants to issue stock options and/or restricted stock units to officers, directors employees and employees of the Company as described consultants in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtednessbusiness pursuant to option plans presently in effect, (ivii) dispose shares of any material assets, its Common Stock upon exercise of outstanding options or warrants or conversion of outstanding convertible securities and (viii) make any acquisition or (vi) change its business or operationssecurities included in the Securities sold in the Offering and the Agent's Warrants. (i) OPCO Whether or not the IssuerOffering is consummated, as applicableor this Agreement is terminated, shall the Company hereby agrees to pay all reasonable of its fees, costs and expenses incurred incident hereto and to the Offering, including, without limitation, those in connection with the preparation (i) preparing and printing of distributing all necessary offering documents and instruments related to the Offering Offering; (ii) the authorization, issuance, transfer and the issuance delivery of the SharesSecurities, the Preferred Shares, the Conversion Shares, the Exchange Warrants Warrant Shares and the Agent's Securities, including, without limitation, fees and expenses of any transfer agent or registrar; (iii) the fees and expenses of the Escrow Agent Warrants (subject to Section 4(b) hereof); (iv) all fees and will also pay OPCO’s expenses of legal, accounting and other advisers to the Issuer’s own expenses for accounting Company; (v) all filing fees, costs and legal fees and other costs involved expenses for Blue Sky services and related filings with respect to Blue Sky exemptions and qualifications (the "Blue Sky Fees"); and (i) subject to Section 9 hereof, a nonaccountable expense allowance ("Placement Agent Expenses") relating to expenses incurred by the Placement Agent in connection with the Offering (provided that OPCO shall not be responsible for the legal including, without limitation, travel and related expenses and fees and expenses of Issuer for the period prior to the First Closing legal, accounting and other than the $25,000 previously paid advisers to the Placement Agent’s counsel)) equal to $10,000. OPCO The Placement Agent Expenses will provide at its own expense such quantities be deducted from the gross proceeds of the Memorandum and other documents and instruments relating to Securities sold at the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCO’s counsel, on behalf of the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final First Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating to the Offering and will distribute one such binder to each of the Placement Agent and its counsel. (j) Until the earlier of the Termination Date or the Final ClosingDate, neither OPCO nor Issuer the Company nor any person or entity acting on such persons’ its behalf will negotiate or enter into any agreement with any other placement agent or underwriter with respect to a private or public offering of such entity’s the Company's or any subsidiary's debt or equity securities. Neither OPCO nor Issuer the Company nor anyone acting on such persons’ its behalf will, until the earlier of the Termination Date or the Final ClosingDate, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units Securities or other securities of the Company from, or otherwise approach or negotiate in respect thereof with, any other person. (k) The Company shall apply the net proceeds from the sale of the Shares to fund its working capital requirements and for acquisitions.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shallThe Company shall not, at any time prior to the Final final Closing, knowingly take any action which that would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final final Closing, any event shall occur that causes (i) an OPCO Material Adverse Effect does or (ii) an Issuer Material Adverse Effect, either of which may materially affect the Company or as a result of which it becomes might become necessary to amend or supplement the Memorandum Registration Statement so that the representations and warranties herein remain true and correct in all material respectstrue, or in case it shall be necessary to amend or supplement the Memorandum Registration Statement to comply with Regulation D or any other all applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time time, whether before or after the Final Closing final Closing, prepare or use any amendment or supplement to the Memorandum Registration Statement of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act Act, the Regulations and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the MemorandumRegistration Statement, or the suspension of the qualification or registration of the Shares for offering or the suspension of any exemption for such qualification or registration thereof of the Shares for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable its best efforts to prevent the issuance of any such order order, judgment or decree, and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Regulations, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCO’s Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer that the Units Shares are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the UnitsShares, and will file or cause to be filed with the SECCommission, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer The Company shall use its reasonable best efforts to qualify the Units Shares for sale (or seek exemption therefrom) under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCOthe Placement Agent shall designate, Issuer and the Placement Agent, and Issuer Company will (through Blue Sky counsel) make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units for the purposes substantially as described under the “Use of Proceeds” section of the Memorandum. Except as set forth in the Memorandum, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or Issuer, as applicable, shall afford each prospective purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegis, which consent shall not be unreasonably withheld, OPCO and Issuer shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandum, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or (vi) change its business or operations. (i) OPCO or the Issuer, as applicable, shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants and will also pay OPCO’s and the Issuer’s own expenses for accounting fees, legal fees and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel). OPCO will provide at its own expense such quantities of the Memorandum and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCO’s counsel, on behalf of the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating to the Offering and will distribute one such binder to each of the Placement Agent and its counsel. (j) Until the earlier of the Termination Date or the Final Closing, neither OPCO nor Issuer nor any person or entity acting on such persons’ behalf will negotiate with any other placement agent or underwriter with respect to a private offering of such entity’s debt or equity securities. Neither OPCO nor Issuer nor anyone acting on such persons’ behalf will, until the earlier of the Termination Date or the Final Closing, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units from, or otherwise approach or negotiate in respect thereof with, any other person.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO Material Adverse Effect or (ii) an Issuer a Material Adverse Effect, either of which as a result of which it becomes necessary to amend or supplement the Memorandum so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Exchange Act and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOthe Company’s Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer Agent and the Company that the Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will file or cause to be filed with the SECCommission, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer The Company shall use best efforts to qualify the Units for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer the Company and the Placement Agent, and Issuer the Company will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer the Company will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer Company shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units for the purposes substantially as described under the “Use of Proceeds” section of the Memorandum. Except as set forth in the Memorandum, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or IssuerPeriod, as applicable, the Company shall afford each prospective purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer the Company possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegisthe Placement Agent, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandum, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any material acquisition or (vi) change its business or operations. (i) OPCO or the Issuer, as applicable, The Company shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants and will also pay OPCO’s and the Issuer’s Company's own expenses for accounting fees, legal fees and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel)Offering. OPCO The Company will provide at its own expense such quantities of the Memorandum and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCOthe Company’s counsel, on behalf of counsel at the Issuer, at OPCOCompany’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “"closing binders” " relating to the Offering and will distribute one such binder to each of the Placement Agent and its counsel. (j) Until the earlier of the Termination Date or the Final Closing, neither OPCO nor Issuer the Company nor any person or entity acting on such persons’ behalf will negotiate with any other placement agent or underwriter with respect to a private or public offering of such entity’s debt or equity securities. Neither OPCO the Company nor Issuer nor anyone any person or entity acting on such persons’ behalf will, until the earlier of the Termination Date or the Final Closing, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units from, or otherwise approach or negotiate in respect thereof with, any other person.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each the Closing with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO a Company Material Adverse Effect or (ii) an Issuer Material Adverse Effect, either of which as a result it becomes necessary to amend or supplement the Memorandum Subscription Documents so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum Subscription Documents to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum Subscription Documents of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the MemorandumSubscription Documents, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable its best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof.. Placement Agency Agreement 15 (c) OPCO and Issuer The Company shall comply with the Act, the Exchange Act and Act, the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOthe Company’s Blue Sky counsel has advised the Placement Agent, OPCO Agent and/or Issuer the Company that the Units Securities are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the UnitsSecurities, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. The Company will pay the attorney’s fee and out of pocket expenses related to the filings for exemption from such qualifications or registration with any state securities commissions and any other regulatory agencies. Such fees will be paid at the time of invoicing, or at the time of Closing, if known, and if not yet invoiced, funds will remain in escrow to cover the estimated invoice. The Company will pay the invoice or authorize release of the funds from escrow within five (5) days of receipt of invoice. (d) Issuer shall use best efforts to qualify the Units for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer and the Placement Agent, and Issuer will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer Company shall place a legend on the certificates representing the Shares, shares of the Preferred Shares, the Conversion Shares, the Exchange Warrants Common Stock and the Agent Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (fe) The Company shall apply the net proceeds from the sale of the Units Securities for the purposes substantially as described under set forth in the “Use of Proceeds” section of the MemorandumSubscription Documents. Except as set forth in the MemorandumSubscription Documents, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement Agent. (gf) During the Offering Period OPCO or IssuerPeriod, as applicable, the Company shall afford each prospective purchaser of Units Securities the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum Subscription Documents to the extent OPCO or Issuer the Company possesses such information or can acquire it without unreasonable expense. (hg) Except with the prior written consent of Aegisthe Agent, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum Subscription Documents (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the MemorandumSubscription Documents, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any material acquisition or (vi) change its business or operations.operations in any material respect. Placement Agency Agreement 16 (ih) OPCO Whether or not the Issuertransactions contemplated hereby are consummated, as applicableor this Agreement is terminated, the Company shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants Securities and the Agent Brokers Warrants and will also pay OPCOfor the Company’s and the Issuer’s own expenses for accounting fees, legal fees fees, printing costs, and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel)Offering. OPCO The Company will provide at its own expense such quantities of the Memorandum Subscription Documents and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All The Company will pay at its own expense in connection with the creation, authorization, issuance, transfer and delivery of the Securities, including, without limitation, fees and expenses of any transfer agent or registrar; the fees and expenses of the Escrow Agent; all fees and expenses of legal, accounting and other advisers to the Company; the Form D filings for offer and sale of the Securities under the federal securities and Blue Sky filings related laws, payable within five (5) days of being invoiced. The Company will pay all such amounts, unless previously paid, at the Closing, or, if there is no Closing, within ten (10) days after written request therefor following the Termination Date. In addition to this any fees payable to Katalyst hereunder and regardless of whether the Offering shall be prepared by OPCO’s counselis consummated, on behalf the Company hereby agrees to promptly reimburse Katalyst a non accountable expense allowance in the amount of Fifty Thousand Dollars ($50,000) (the “Katalyst Expenses”), paid directly from the escrow account at the time of the IssuerClosing from gross proceeds raised by the Agent and if no Closing, at OPCO’s expense, with copies then within five (5) days of all filings to be promptly forwarded written request to the Placement Company by wire transfer. The Katalyst Expenses are separate and apart from the Katalyst Broker Compensation and other expenses described herein. This reimbursement obligation is in addition to the reimbursement of fees and expenses relating to attendance by any Agent at proceedings or to indemnification and contribution as contemplated elsewhere in this agreement. In the event the Agent. Further, as promptly as practicable after ’s personnel must attend or participate in judicial or other proceedings to which we are not a party relating to the Final Closingsubject matter of this agreement, the Company shall preparepay the Agent an additional per diem payment, per person, at its own expensecustomary rates, velobound “closing binders” relating together with reimbursement of all out-of-pocket expenses and disbursements, including reasonable attorneys’ fees and disbursements incurred by it in respect of its preparation for and participation in such proceedings. (i) On the Closing Date, the Company permits the Agent to rely on any representations and warranties made by the Company to the Offering investors and will distribute one such binder cause their counsel to each of permit the Placement Agent and its counselto rely upon any opinion furnished to the investors in the Private Placement. (j) Until The Company will comply with all of its obligations and covenants set forth in its agreements with the earlier investors in the Offering. If not filed on EXXXX, the Company will promptly deliver to the Agent and its counsel copies of any and all filings with the SEC and each amendment or supplement thereto, as well as all prospectuses and free writing prospectuses, prior to the closing of the Termination Date or the Final Closing, neither OPCO nor Issuer nor any person or entity acting Offering and six months thereafter. The Agent is authorized on such persons’ behalf will negotiate with any other placement agent or underwriter with respect to a private offering of such entity’s debt or equity securities. Neither OPCO nor Issuer nor anyone acting on such persons’ behalf will, until the earlier of the Termination Date or Company to use and distribute copies of any Subscription Documents, including Company’s SEC Filings in connection with the Final Closingsale of the Securities as, and to the extent, permitted by federal and applicable state securities laws. The Company acknowledges and agrees that the Agent will be relying, without assuming responsibility for independent verification, on the prior written consent accuracy and completeness of all financial and other information that is and will be furnished to them by the Placement Agent, offer Company and the Company will be liable for sale to, any material misstatements or solicit offers to subscribe for Units from, or otherwise approach or negotiate in respect thereof with, any other personomissions contained therein.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon with the prior written notice to the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO Material Adverse Effect or (ii) an Issuer is reasonably likely to cause a Material Adverse Effect, either of which or as a result of which it becomes necessary to amend or supplement the Memorandum so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time before the Final Closing Closing, prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of any exemption for such qualification or registration thereof for offering the Offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable its best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCO’s Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer that the Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units. Furthermore, and will the Company shall file or cause to be filed five copies of a Notice of Sales of Securities on Form D with the SEC, SEC no later than 15 days after the commencement of the sale of Units and shall promptly thereafter forward or cause to file all amendments with the SEC as may be forwarded required. Copies of the Form D and all amendments thereto shall be provided to the Placement Agent, any and all reports on Form D as are required. (d) Issuer The Company shall use best efforts to qualify the Units for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer the Company and the Placement Agent, and Issuer the Company will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer the Company will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer Company shall place a legend on the certificates representing the Shares, the Conversion Shares, the Warrants, the Warrant Preferred Shares, the Conversion Warrant Common Shares, the Exchange Warrants Placement Agent Warrants, the Placement Agent Warrant Preferred Shares and the Placement Agent Warrants Warrant Common Shares that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units for the purposes substantially as described under the “Use of Proceeds” section of the Memorandum. Except as set forth in , subject to the Memorandumunderstanding that to the extent the assumptions contained therein do not fully materialize, the Company shall not use any of application may be altered in a manner consistent with the net proceeds of the Offering Company’s fiduciary obligations to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement Agentinvestors. (g) During the Offering Period OPCO or IssuerPeriod, as applicable, the Company shall afford each prospective purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer it possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegis, which consent shall not be unreasonably withheld, OPCO and Issuer shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandum, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the The Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or (vi) change its business or operations. (i) OPCO or the Issuer, as applicable, shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred SharesWarrants, the Conversion Shares, the Exchange Warrants and the Placement Agent Warrants and will also pay OPCO’s and the IssuerCompany’s own expenses for accounting fees, legal fees fees, and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel)Offering. OPCO The Company will provide at its own expense such quantities of the Memorandum and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All In addition, the Company will pay all reasonable filing fees, costs and legal fees for Blue Sky services and related filings and expenses of counsel of which $6,000 ($3,500 on account of legal fees and $2,500 on account of filings fees), shall be paid upon delivery to the Placement Agent of the first draft of the Memorandum with respect to Blue Sky qualifications and the Company shall pay the Expense Reimbursement at each Closing. The Blue Sky filings related to this Offering shall be prepared by OPCO’s counsel, on behalf of the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded to the Placement Agent’s Blue Sky counsel and all Blue Sky filing fees shall be paid by the Company prior to any filing. All other fees and expenses of Blue Sky counsel shall be payable at the Closing. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating to the Offering and will distribute one such binder binders to each the individuals designated by counsel to the Placement Agent. Lastly, upon filing of the registration statement relating to the resale of the Conversion Shares, the Warrant Common Shares and the Placement Agent Warrant Common Shares per the terms set forth in the Memorandum, the Company will pay all filing fees, costs and its reasonable legal fees in connection with the Placement Agent’s NASD Rule 2710 filing to be prepared by the Placement Agent’s counsel. (ji) Until the earlier of the Termination Date or the Final ClosingDate, neither OPCO nor Issuer the Company nor any person or entity acting on such persons’ its behalf will negotiate with any other placement agent or underwriter with respect to a private or public offering of such entity’s debt the Company's or any subsidiary's equity securities; provided however that the Company may commence such negotiations if the Minimum Amount of Units for the consummation of the Initial Closing has not been subscribed for before January 10, 2007 (unless the Offering is terminated prior to such date pursuant to Section 12(b)(iv) hereto in which event the Company shall have the ability to negotiate in such manner as of the effective date of such termination). Neither OPCO nor Issuer the Company nor anyone acting on such persons’ its behalf will, until the earlier of the Termination Date or the Final ClosingDate, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units from, or otherwise approach or negotiate in respect thereof with, any other person. (j) In the event a Closing occurs, for a period of not less than one year from the date thereof, the Placement Agent shall have the right to send a representative (who need not be the same individual from meeting to meeting) to observe each meeting of the Board of Directors. The Company agrees to give Placement Agent notice of each such meeting (or copies of any consents in lieu of meetings) and to provide Placement Agent with an agenda and minutes of the meeting no later than it gives such notice and provides such items to the directors. In addition, should the Placement Agent propose a nominee for the board of directors of the Company at any election to be held until one year from the Termination Date, the Company agrees to cause such person to be nominated for election to its board of directors, provided that the nominee would meet the independence standards for an independent member of the board of directors under the then applicable Nasdaq rules; in the event of the election of such person to the board of directors, the observer rights set forth above shall lapse, as the nominee shall be deemed to constitute the observer for the benefit of the Placement Agent. (k) Effective with the Closing on investments in Units totaling $15,000,000, the Placement Agent shall have a right of first refusal (“Right of First Refusal”) to act as lead placement agent on any subsequent private placement of the Company's equity securities or as lead managing underwriter on any subsequent public offering of the Company’s equity securities (or the Company shall use commercial reasonable efforts to have Placement Agent selected as co-managing underwriter with a "major bracket" underwriter (as such term is commonly understood in the investment banking community) reasonably acceptable to the Company) for a period of twelve (12) months following the Final Closing. Such Right of First Refusal shall mean that the Placement Agent will have the right to act as the Company’s investment banker in any such financing if the Placement Agent is prepared to proceed with such transaction on terms that are then comparable to those being offered by other investment banking firms to similarly situated companies. (l) Neither the Company nor any of its Subsidiaries will enter into any agreement or arrangement, written or oral, directly or indirectly, with an affiliate, or provide services or sell goods to, or for the benefit of, or pay or otherwise distribute monies, goods or other valuable consideration to, an affiliate, except upon fair and reasonable terms under the circumstances as determined by such company in good faith, taking into account all of the facts and circumstances of such agreement or arrangement. (m) The Company covenants to hold its annual meeting to seek the approval of the filing of the Charter Amendment within 90 days from the date hereof. (n) The Company shall provide weekly status reports with respect to its efforts in obtaining its Debt Facility and its negotiations with its and its Subsidiaries’ creditors.

Further Covenants. OPCO and The Issuer hereby covenant covenants and agree agrees that: (a) A. Except upon prior written notice to the Placement Agent, neither OPCO nor the Issuer shallshall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) B. If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO Material Adverse Effect or (ii) an Issuer a Material Adverse Effect, either of which as a result it becomes necessary to amend or supplement the Memorandum Offering Circular so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum Offering Circular to comply with Regulation D A or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Issuer will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor The Issuer will not, at any time before the Final Closing Closing, prepare or use any amendment or supplement to the Memorandum Offering Circular of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or the Issuer is advised thereof, OPCO or Issuer, as applicable, the Issuer will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the MemorandumOffering Circular, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Issuer will use their its reasonable best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and C. The Issuer shall comply with the Act, the Exchange Act and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOPlacement Agent’s Blue Sky counsel has advised the Placement Agent, OPCO and/or Agent or the Issuer that the Units Shares are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the UnitsShares, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) D. Issuer shall use its best efforts to qualify the Units Shares for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, the Issuer and the Placement Agent, and Issuer will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) E. The Issuer shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units Shares for the purposes substantially as described under the “Use of Proceeds” section of the MemorandumOffering Circular. Except as set forth in the MemorandumOffering Circular, the Company Issuer shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company Issuer without the prior written consent of the Placement Agent. (g) F. During the Offering Period OPCO or IssuerPeriod, as applicable, the Issuer shall afford each prospective purchaser of Units Shares the opportunity to ask questions of and receive answers from an officer of OPCO or the Issuer concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum Offering Circular to the extent OPCO or the Issuer possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegis, which consent shall not be unreasonably withheld, OPCO and G. The Issuer shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandum, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or (vi) change its business or operations. (i) OPCO or the Issuer, as applicable, shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants Shares and will also pay OPCO’s and the Issuer’s own expenses for accounting fees, legal fees and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Offering. The Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel). OPCO will provide at its own expense such quantities of the Memorandum Offering Circular and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCOIssuer’s counsel, on behalf of counsel at the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company Issuer shall prepare, at its own expense, velobound electronic “closing binders” relating to the Offering and will distribute one such binder to each of the Placement Agent and its counsel. (j) H. Until the earlier of the Termination Date or the Final Closing, neither OPCO nor the Issuer nor any person or entity acting on such persons’ its behalf will negotiate with any other placement agent or underwriter with respect to a private or public offering of such entity’s debt or equity securities. Neither OPCO nor the Issuer nor anyone acting on such persons’ its behalf will, until the earlier of the Termination Date or the Final Closing, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units Shares from, or otherwise approach or negotiate in respect thereof with, any other person.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shallThe Company shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete materially true, accurate and correct in all material respects on and as of the each closing date of each Closing with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, Closing any event shall occur that causes (i) an OPCO Material Adverse Effect which does or (ii) an Issuer Material Adverse Effect, either of which may materially affect the Company or as a result of which it becomes might become necessary to amend or supplement the Memorandum Offering Documents so that the representations and warranties herein remain true and correct in all material respectscorrect, or in case it shall shall, in the reasonable opinion of counsel to the Placement Agent communicated in writing or to the Company (with a copy to its counsel), be necessary to amend or supplement the Memorandum Offering Documents to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time time, whether before or after the Final Closing Closing, prepare or use any amendment or supplement to the Memorandum Offering Documents of which the Placement Agent will not previously have been advised and furnished with a copy, or to which the Placement Agent or its counsel will have objected reasonably in writing or orally (confirmed in writing within 24 hours), or which is not in compliance in all material respects with the Act Act, the Regulations and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the will Company advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the MemorandumOffering Documents, or the suspension of the qualification or registration of the Shares for offering (to the extent applicable) or the suspension of any exemption for such qualification or registration thereof of the Shares for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their its good faith reasonable best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Exchange Regulations, the 1934 Act and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCO’s the Company's Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer Agent that the Units Shares are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the UnitsShares, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, copies of any and all reports on Form D as are required. (d) Issuer shall use best efforts to qualify the Units for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer and the Placement Agent, and Issuer will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer Company shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants Shares issued to subscribers stating that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (fe) The Company shall apply the net proceeds from the sale of the Units for the purposes substantially Shares to fund its working capital requirements, and as described under the “Use of Proceeds” section of the Memorandum. Except as set forth outlined in the MemorandumMemorandum with regard to the Acquisition of The Holder Hospitality Group, Inc. (f) During the Offering Period, the Company shall not use any make available for review by prospective purchasers of the net proceeds Shares during normal business hours at the Company's legal counsel's offices, upon their request, copies of any Corporate records to the Offering to repay indebtedness to officers (other than accrued salaries incurred in extent that such shall not violate any obligation on the ordinary course of business), directors or stockholders part of the Company without to maintain the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or Issuer, as applicable, confidentiality thereof and shall afford each prospective purchaser of Units Shares the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum Offering Documents to the extent OPCO or Issuer it possesses such information or can acquire it without unreasonable expense. (hg) Except with the prior written consent of Aegis, which consent shall not be unreasonably withheld, OPCO and Issuer shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandum, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the The Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or (vi) change its business or operations. (i) OPCO or the Issuer, as applicable, shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents Offering Documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants Shares and will also pay OPCO’s and the Issuer’s Company's own expenses for accounting fees, legal fees and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel)Offering. OPCO The Company will provide at its own expense such quantities of the Memorandum Offering Documents and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All In addition, the Company will pay all filing fees, costs and legal fees for Blue Sky services and related filings and expenses of its counsel with respect to Blue Sky qualifications and filings. The Blue Sky filings related to this Offering shall be prepared by OPCO’s the Company's Blue Sky counsel and timely filed by Company's Blue Sky counsel, on behalf . The Company's Blue Sky counsel shall be responsible for filing the Federal Form D with the SEC. In the event the Offering is not closed for any reason the Placement Agent shall be responsible for all of its own costs and fees. (h) Until the termination of the IssuerOffering in accordance with the provisions of Section 9 of this Agreement, at OPCO’s expenseor the expiration of the Offering or this Agreement, with copies without the prior written consent of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, neither the Company shall prepare, at its own expense, velobound “closing binders” relating to the Offering and will distribute one such binder to each of the Placement Agent and its counsel. (j) Until the earlier of the Termination Date or the Final Closing, neither OPCO nor Issuer nor any person or entity acting on such persons’ its behalf will negotiate with any other placement agent or underwriter with respect to a private or public offering of such entity’s the Company's debt or equity securities. Neither OPCO nor Issuer the Company nor anyone acting on such persons’ its behalf will, until the earlier termination of the Termination Date Offering in accordance with the provisions of Section 9 of this Agreement or the Final Closingexpiration of the Offering or this Agreement, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units Shares or other securities of the Company from, or otherwise approach or negotiate in respect thereof with, any other person. The Company may, however, provide information regarding the Offering and the business of the Company to prospective purchasers and will refer all such prospective purchasers to the Placement Agent for actual subscription. (i) As part of the Placement Agent's due diligence, the Placement Agent may wish to conduct background checks of the Company's management or principal shareholders. The Company agrees to provide requested data, such as social securities numbers and home addresses, which may be required to conduct background checks. (j) Subject to the sale of the Minimum Amount of Shares in the Offering, the Company grants to the Placement Agent, for a period of twelve (12) months from the Final Closing, the right of first refusal to act as agent with respect to future private offerings of the Company's securities. It is understood that if such an offering is proposed to the Placement Agent on terms and conditions substantially similar to the terms and conditions set forth herein, (a) the Placement Agent shall have thirty (30) days in which to negotiate and enter into a Placement Agreement with the Company to raise or facilitate the consummation of such financing and, if the Placement Agent fails or refuses to do so, then the Company shall be permitted to facilitate its own equity financing on its own or through a third party without the requirement of compensating the Placement Agent, whereupon this right of first refusal shall thereafter be forfeited and terminated. The Company grants to the Placement Agent the right to introduce any public offering of the Company's Securities or of any successor corporation to the Company for a period of 12 months from the Final Closing. (k) The Company shall provide for inclusion in the Offering Documents, by Supplement, unaudited interim financial statements for each of its fiscal quarters beginning March 31, 2004. Such statements shall be provided within forty-five (45) days of the end of such quarter. Following the Final Closing of the Offering, the Company will provide audited annual financial statements to the holders of the Shares not more than one hundred and twenty (120) days following the end of its fiscal year. (l) The Company shall, for a period of not less than three years following the date of the Offering Documents, keep its books and records up to date and provide annual budgets to its limited partners along with audited financial statements.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO a Company Material Adverse Effect or (ii) an Issuer Material Adverse Effect, either of which as a result it becomes necessary to amend or supplement the Memorandum Subscription Documents so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum Subscription Documents to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum Subscription Documents of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the MemorandumSubscription Documents, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their its commercially reasonable best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOthe Company’s Blue Sky counsel has advised the Placement Agent, OPCO Agent and/or Issuer the Company that the Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. The Company will pay the legal fees of its counsel, blue sky filing fees and out of pocket expenses (“Registration Legal Fees”) related to the filings for registrations of sale or exemption from such qualifications with any state securities commissions and any other regulatory agencies. Except as otherwise set forth in the Registration Rights Agreement, the Placement Agent and any investors in the Offering shall pay the legal fees of their counsel. An accounting of such Registration Legal Fees will be provided to the Company. Such fees shall be paid at the time of a Closing, if known, and if not yet invoiced, funds will remain in escrow to cover the estimated invoice or deposited into the attorney’s escrow account responsible for the Registration Legal Fees. (d) Issuer The Company shall use best commercially reasonable efforts to qualify the Units for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer the Company and the Placement Agent, and Issuer the Company will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer the Company will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer Company shall place a legend on the certificates representing the SharesUnits, the Preferred Shares, the Conversion Shares, the Exchange Warrants Common Stock and the Agent Investor Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units for the purposes substantially as described under in the “Use of Proceeds” section of the MemorandumSubscription Documents. Except as set forth in the MemorandumSubscription Documents, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or IssuerPeriod, as applicable, the Company shall afford each prospective purchaser of the Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum Subscription Documents to the extent OPCO or Issuer the Company possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegisthe Placement Agent, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum Merger and the Subscription Documents (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the MemorandumSubscription Documents, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that securities (other than options under the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the IssuerCompany’s 2016 Equity Incentive Plan (the “Plan”equity incentive plan), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any material acquisition or (vi) change its business or operationsoperations in any material respect. (i) OPCO or the Issuer, as applicable, The Company shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants Units and will also pay OPCOfor the Company’s and the Issuer’s own expenses for accounting fees, legal fees fees, printing reasonable and customary costs, and other reasonable and customary costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel)Offering. OPCO The Company will provide at its own expense such quantities of the Memorandum Subscription Documents and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All The Company will pay at its own expense in connection with the creation, authorization, issuance, transfer and delivery of the Units, including, without limitation, fees and expenses of any transfer agent or registrar; all fees and expenses of legal, accounting and other advisers to the Company; the Registration Legal Fees related to the registration or qualification of the Units for offer and sale under the securities or Blue Sky filings related to this Offering shall be prepared by OPCO’s counsellaws of such jurisdictions, on behalf payable within five (5) days of being invoiced; at the IssuerFirst Closing, at OPCO’s expense, with copies the reasonable legal fees and reasonable and customary expenses of all filings to be promptly forwarded to the Placement Agent’s counsel (the “Placement Agent’s Counsel Fee”), which legal fees shall not exceed Fifteen Thousand Dollars ($15,000) in the aggregate plus expenses, provided that such limitation shall in no way effect the obligations of the Company with respect to indemnification and contribution as set forth in Sections 8 and 9 herein. Further, as promptly as practicable after The Placement Agent Counsel Fee does not include the Final Registration Legal Fees and expenses for the Blue Sky and other regulatory filings required to be made for the Offering. At the first Closing, the Company also shall prepare, at its own expense, velobound “closing binders” relating pay to the Offering and will distribute one such binder to each of the Placement Agent and its counselcounsel the expenses related to the Investor Presentation at the CORE Club, in the amount of $4,287.50, copy of vendor expenses to be provided at the time of Closing. (j) Until the earlier of the Termination Date or the Final Closing, neither OPCO nor Issuer nor any person or entity acting on such persons’ behalf will negotiate with any other placement agent or underwriter with respect to a private offering of such entity’s debt or equity securities. Neither OPCO nor Issuer nor anyone acting on such persons’ behalf will, until the earlier of the Termination Date or the Final Closing, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units from, or otherwise approach or negotiate in respect thereof with, any other person.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon with the prior written notice to consent of the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO Material Adverse Effect which does or (ii) an Issuer Material Adverse Effect, either of which may materially affect the Company or as a result of which it becomes might become necessary to amend or supplement the Memorandum Offering Materials so that the representations and warranties herein remain true and correct in all material respectstrue, or in case it shall shall, in the opinion of counsel to the Placement Agent, be necessary to amend or supplement the Memorandum Offering Materials to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time time, whether before or after the Final Closing Closing, prepare or use any amendment or supplement to the Memorandum Offering Materials of which the Placement Agent will not previously have been advised and furnished with a copy, or to which the Placement Agent or its counsel will have objected in writing or orally (confirmed in writing within twenty-four (24) hours), or which is not in compliance in all material respects with the Securities Act and the requirements of all other rules and regulations (the “Regulations”) and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the MemorandumOffering Materials, or the suspension of the qualification or registration of the Shares for offering or the suspension of any exemption for such qualification or registration thereof of the Shares for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable its best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Securities Act, the Regulations, the Exchange Act and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOthe Placement Agent’s Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer Agent that the Units Shares are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the UnitsShares, and will file or cause to be filed with the SECCommission, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer The Company shall use its best efforts to qualify the Units Shares for sale under the securities laws of such jurisdictions in (within the United States and its territories) as may be mutually agreed to by OPCO, Issuer the Company and the Placement Agent, and Issuer the Company will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer the Company will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of processjurisdiction. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offeringrequest. (e) The Issuer Company shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants Shares stating that the securities evidenced thereby have not been registered under the Securities Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Securities Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units for the purposes substantially as described under the “Use of Proceeds” section of the MemorandumShares to general corporate and working capital purposes. Except as specifically set forth in the MemorandumOffering Materials, the Company shall not use any of the net proceeds of the Offering shall not be used to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business)officers, directors or stockholders of the Company without the prior written consent of the Placement Agent, except for the reimbursement for reasonable and necessary expenses which are related to Company business or which are incurred in connection with attendance at board, committee or stockholder meetings. (g) During the Offering Period OPCO or IssuerPeriod, as applicablethe Company shall make available for review by prospective purchasers of the Shares during normal business hours at the Company’s offices, upon their request, copies of the Company’s material agreements to the extent that such disclosure shall not violate any obligation on the part of the Company to maintain the confidentiality thereof and shall afford each prospective purchaser of Units Shares the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum Offering Materials and the Commission Documents to the extent OPCO or Issuer it possesses such information or can acquire it without unreasonable expense. (h) Except In connection with the prior written consent of AegisPlacement Agent’s due diligence investigation, which consent shall not be unreasonably withheld, OPCO and Issuer shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandum, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall cooperate with the Placement Agent and the Placement Agent’s counsel by making available to the Placement Agent’s representatives such information as may be permitted to issue stock options and/or restricted stock units to officers, directors and employees appropriate in making a reasonable investigation of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or (vi) change its business or operationsaffairs. (i) OPCO or the Issuer, as applicable, The Company shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants Shares and will also pay OPCO’s and the IssuerCompany’s own expenses for accounting fees, legal fees fees, and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel)Offering. OPCO The Company will provide at its own expense such quantities of the Memorandum Offering Materials and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCO’s counsel, on behalf of the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final ClosingIn addition, the Company shall preparewill pay all reasonable filing fees, at its own expensecosts and legal fees for Blue Sky services and related filings and expenses of counsel with respect to Blue Sky qualifications, velobound “closing binders” relating to if any, and the Offering and will distribute one such binder to each preparation, filing of the Placement Agent Form D referred to in (l) below and its counselall costs and expenses of the Escrow Agent. (j) Until the earlier of the Termination Date or the Final ClosingDate, neither OPCO nor Issuer the Company nor any person or entity acting on such persons’ its behalf will negotiate with any other placement agent or underwriter with respect to a private or public offering of such entitythe Company’s or any subsidiary’s debt or equity securities. Neither OPCO nor Issuer the Company nor anyone acting on such persons’ its behalf will, until the earlier of the Termination Date or the Final ClosingDate, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units Shares or other securities of the Company from, or otherwise approach or negotiate in respect thereof with, any other person. (k) Prior to the Closing, the Company will not incur any material indebtedness or dispose of any material assets or make any material acquisition or change in its business or operations, except with the Placement Agent’s knowledge or consent. (l) The Company shall file a Notice of Sales of Securities on Form D with the Commission no later than fifteen (15) days after the first sale of the Shares. The Company shall file promptly such amendments to such Notice on Form D as shall become necessary and shall also comply with any filing requirement imposed by the laws of any state of jurisdiction in which offers and sales are made. The Company shall furnish the Placement Agent with copies of all filings. (m) The Company shall not, during the period commencing on the date hereof and ending on the later of the Termination Date and the Closing, issue any press release or other public communication, or hold any press conference with respect to the Company’s financial condition, results of operations, the Offering or the Company entering into a material contract, without the prior consent of the Placement Agent, which consent shall not be unreasonably withheld or delayed, subject to the Company’s obligation to comply with applicable securities laws.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final ClosingClosing (as defined below), knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the each closing date of each Closing with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO Material Adverse Effect or (ii) an Issuer a Material Adverse Effect, either of which as a result it becomes necessary to amend or supplement the Memorandum Disclosure Materials so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum Disclosure Materials to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribers. Neither OPCO nor Issuer The Company will not at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum Disclosure Materials of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the MemorandumDisclosure Materials, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable its best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOthe Company’s Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer Agent and the Company that the Units Debentures and Warrants are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the UnitsDebentures and Warrants, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer The Company shall use its best efforts to qualify the Units Debentures and Warrants for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer the Company and the Placement Agent, and Issuer the Company will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer the Company will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units Except for the purposes substantially as described under the “Use of Proceeds” section of the Memorandum. Except as set forth instances explicitly stated in the MemorandumDisclosure Materials, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business)officers, directors or stockholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or Issuer, as applicable, shall afford each prospective purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer possesses such information or can acquire it without unreasonable expense. (hf) Except with upon obtaining the prior written consent of Aegisthe Placement Agent, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum Disclosure Materials (i) engage in or commit to engage in any transaction outside of the ordinary course of business as described in the Memorandumbusiness, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that (a) the Company shall be permitted to issue stock options options, restricted stock and/or restricted stock units units, including such as are convertible into, or exercisable for, shares of common stock to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after ordinary course or as permitted by the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”)Purchase Agreement, (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, or (v) make any acquisition or (vi) change its business or operations. (ig) OPCO or the Issuer, as applicable, The Company shall pay all reasonable of its own expenses for accounting fees, legal fees, and other costs involved with the Offering, including without limitation, expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering Disclosure Materials and the issuance of the SharesDebentures, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Placement Agent Warrants and will also pay OPCO’s and the Issuer’s own expenses for accounting fees, legal fees and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counselas defined below). OPCO The Company will provide at its own expense such quantities of the Memorandum Disclosure Materials and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCOthe Company’s counsel, on behalf of at the Issuer, at OPCOCompany’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating to the Offering and will distribute one such binder to each of the Placement Agent and its counsel. (jh) Until the earlier of (i) the Termination Date or Date, and (ii) the Final ClosingClosing of the Offering, neither OPCO nor Issuer nor the Company will not issue any person press release except in the ordinary course of business consistent with past practices, grant any interview, or entity acting on such persons’ behalf will negotiate otherwise communicate with the media in any other placement agent or underwriter manner whatsoever with respect to a private offering of such entity’s debt or equity securities. Neither OPCO nor Issuer nor anyone acting on such persons’ behalf will, until the earlier of the Termination Date or the Final Closing, Offering without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units from, or otherwise approach or negotiate in respect thereof with, any other person’s prior consent.

Further Covenants. OPCO Cardium hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO Cardium nor Issuer the Company shall, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO a Material Adverse Effect or (ii) an Issuer Material Adverse Effect, either of which as a result of which it becomes necessary to amend or supplement the Memorandum so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, either OPCO Cardium or Issuerthe Company, as applicable, will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO Cardium nor Issuer the Company will at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO Cardium or Issuer the Company is advised thereof, OPCO Cardium or Issuerthe Company, as applicable, will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO Cardium and Issuerthe Company, as applicable, will use their reasonable its best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO Subject to Placement Agent’s actions and Issuer the actions of others in connection with the Offering, Cardium and the Company shall comply with the Act, the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOPlacement Agent’s Blue Sky counsel has advised the Placement Agent, OPCO Cardium and/or Issuer the Company that the Units Shares are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the UnitsShares, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer Cardium shall use best efforts to qualify the Units Shares for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer Cardium and the Placement Agent, and Issuer Cardium will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer Cardium will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer Cardium or the Company, as applicable, will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer Company shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Lead Investor Warrants and the Placement Agent Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units Shares for the purposes substantially as described under the “Use of Proceeds” section of the Memorandum. Except as set forth in the Memorandum, the Company shall not use any of the net proceeds of the Offering shall not be used to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business)indebtedness, directors or stockholders of the Company without the prior written consent of the Placement Agent, not to be unreasonably withheld or delayed. (g) During the Offering Period OPCO Period, Cardium or Issuerthe Company, as applicable, shall afford each prospective purchaser of Units Shares the opportunity to ask questions of and receive answers from an officer of OPCO Cardium or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer it possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegis, which consent shall not be unreasonably withheld, OPCO and Issuer shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandum, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the The Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or (vi) change its business or operations. (i) OPCO or the Issuer, as applicable, shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants Shares and the Placement Agent Warrants and will also pay OPCO’s and the IssuerCompany’s own expenses for accounting fees, legal fees fees, and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel)Offering. OPCO The Company will provide at its own expense such quantities of the Memorandum and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All In addition, the Company will pay all reasonable filing fees, costs and legal fees for Blue Sky services and related filings and expenses of counsel of which $6,000 ($3,500 on account of legal fees and $2,500 on account of filings fees), shall be paid upon delivery to the Placement Agent of the first draft of the Memorandum with respect to Blue Sky qualifications. The Blue Sky filings related to this Offering shall be prepared by OPCO’s counsel, on behalf of the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded to the Placement Agent’s Blue Sky counsel and all Blue Sky filing fees shall be paid by the Company prior to any filing. All other fees and expenses of Blue Sky counsel shall be payable at the Closing. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating to the Offering and will distribute one such binder binders to each the individuals designated by counsel to the Placement Agent. Lastly, upon filing of the registration statement relating to the resale of the Shares and Shares underlying the Lead Investor Warrants and the Placement Agent Warrants per the terms set forth in the Memorandum, the Company will pay all filing fees, costs and reasonable legal fees in connection with the Placement Agent’s NASD Rule 2710 filing to be prepared by the Placement Agent’s counsel. (i) Except with the prior written consent of the Placement Agent Agent, not to be unreasonably withheld or delayed, and except as contemplated by the Memorandum, the Company shall not, at any time prior to the Final Closing, engage in or commit to engage in any transaction outside the ordinary course of business or issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities except as contemplated by the Memorandum or outside of the ordinary course of business incur any material indebtedness in excess of $25,000 (not including legal fees or other expenses of the Offering) or dispose of any material assets or make any material acquisition or change in its counselbusiness or operations. (j) Until the earlier of the Termination Date or the Final ClosingDate, neither OPCO nor Issuer the Company nor any person or entity acting on such persons’ its behalf will negotiate with any other placement agent or underwriter with respect to a private or public offering of such entitythe Company’s or any subsidiary’s debt or equity securities. Neither OPCO nor Issuer the Company nor anyone acting on such persons’ its behalf will, until the earlier of the Termination Date or the Final ClosingDate, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units Shares from, or otherwise approach or negotiate in respect thereof with, any other person. (k) At the Initial Closing, the Company will execute and deliver to the Placement Agent the signed employment agreements of Xxxxxxxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxx on substantially the terms described in the Memorandum. (l) For a period of two (2) years from the Final Closing, in the event that no employee or representative of the Placement Agent, or one of its related parties, is a member of the Board of Directors, the Placement Agent shall be entitled to appoint one observer to attend meetings of the Board of Directors (subject to exclusion with respect to any matter in which it would present, in the reasonable opinion of the Board of Directors, a conflict of interest for such observer to participate in a Board of Directors discussion with respect to such matter). Placement Agent shall provide the Company prior written notice of the identity of the observer and each such observer shall be required to execute a confidentiality agreement reasonably acceptable to the Company. (m) For a period of two (2) years from the Final Closing, the Company will utilize the Placement Agent for any brokerage activities that it conducts with respect to the purchase and sale of public company securities at rates to be mutually agreed to by the parties. (n) If the Company executes a letter of intent to conduct a Control Transaction (as hereinafter defined) or consummates a Control Transaction with any party (irrespective of whether the Placement Agent introduced such person to the Company) prior to the earlier of the Final Closing and the Termination Date, then, the Company shall pay the Placement Agent a cash fee of 2% of the Control Transaction Consideration received upon the closing of such Control Transaction. In addition, in the event the Company executes a letter of intent to conduct a Control Transaction or consummates a Control Transaction following the Final Closing or within one year thereafter with a third party introduced to the Company as a result of the efforts of the Placement Agent, then the Company shall pay the Placement Agent a cash fee of 2% of the Control Transaction Consideration received upon the closing of such Control Transaction, provided that, to the extent requested by the Company, the Placement Agent shall be required to provide customary financial advisory services in connection with such Control Transaction in consideration for such cash fee. For purposes hereof, a “Control Transaction” shall mean any transaction or series or combination of transactions, whereby, directly or indirectly, control of, or a majority interest in, the Company or all or substantially all of its businesses, assets or properties, is sold, leased or otherwise transferred, including, without limitation, a sale or exchange of capital stock or assets, a lease of assets with or without a purchase option, a merger or consolidation, a leveraged buy-out, a restructuring, a recapitalization, a repurchase of capital stock, an extraordinary dividend or distribution (whether cash, property, securities or a combination thereof), a liquidation, the formation of a joint venture or partnership or any other similar transaction; provided, however, that the Reverse Merger shall not constitute a Control Transaction hereunder. In the case of a tender or exchange offer or a multi-step transaction which contemplates the acquisition of more than 50% of the Company’s outstanding voting stock, a transaction shall be deemed to have been consummated upon the acquisition of more than 50% of the Company’s outstanding voting power or the ability to elect a majority of the Company’s Board of Directors. For purposes hereof, Control Transaction Consideration shall mean the total value of all cash, securities, other property and any other consideration, including, without limitation, any contingent, earned or other consideration paid or payable, directly or indirectly, to the Company or holders of its securities in connection with a transaction. Control Transaction Consideration shall also be deemed to include any indebtedness, including, without limitation, pension liabilities, guarantees and other obligations assumed, directly or indirectly, in connection with, or which survives the closing of, a Control Transaction. (o) Effective with the Initial Closing, the Placement Agent shall have a right of first refusal (“Right of First Refusal”) to act as lead placement agent on any subsequent private placement of the Company’s securities or as lead managing underwriter on any subsequent public offering of the Company’s securities (or the Company shall use commercial reasonable efforts to have Placement Agent selected as co-managing underwriter with a “major bracket” underwriter (as such term is commonly understood in the investment banking community) reasonably acceptable to the Company) for a period of twenty four (24) months following the Final Closing. Such Right of First Refusal shall mean that the Placement Agent will have the right to act as the Company’s investment banker in any such financing if the Placement Agent is prepared to proceed with such transaction on terms that are then comparable to those being offered by other investment banking firms to similarly situated companies. The Right of First Refusal Agreement shall also provide that the Company may repurchase this right of first refusal by paying the Placement Agent $100,000 in cash and registering any shares of Common Stock owned by the Placement Agent at such time as the Company effects such repurchase.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO Material a Company Xxxxx Xxxxxxxx Adverse Effect or (ii) an Issuer Material Adverse Effect, either of otherwise which as a result it becomes necessary to amend or supplement the Memorandum so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribers. Neither OPCO nor Issuer The Company will not at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their its reasonable best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Exchange Act and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOthe Company’s Blue Sky blue sky counsel has advised the Placement Agent, OPCO and/or Issuer Agent that the Units Shares are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the UnitsShares, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer The Company shall forward to the Placement Agent all correspondence from and to Nasdaq regarding the implementation of the reverse stock split and other matters with respect to regaining compliance with the minimum bid requirement and other criteria mandated for continued listing of its Common Stock on the Exchange. (e) The Company shall use its best efforts to qualify the Units Shares for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer the Company and the Placement Agent, and Issuer Company will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer Company will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (ef) The Issuer Company shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants Shares and the Agent Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (fg) The Company shall apply the net proceeds from the sale of the Units Shares for the purposes substantially as described under the “Use of Proceeds” section of in the Memorandum. Except as set forth in the Memorandum, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders shareholders of the Company without the prior written consent of the Placement Agent. (gh) During the Offering Period OPCO or IssuerPeriod, as applicable, the Company shall afford each prospective purchaser of Units Shares the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer the Company possesses such information or can acquire it without unreasonable expense. In addition, to the extent that any purchaser of Shares has inquiries concerning any of the business or operations of any member of the Company Group, the Company shall use reasonable best efforts to ensure that officers of such members are made available to respond to such inquiries. (hi) Except with upon obtaining the prior written consent of Aegis, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandumbusiness, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided provided, that the Company shall be permitted to issue stock options and/or restricted stock units to officers, advisors, directors and employees of the Company pursuant to its existing equity incentive plan as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”)SEC Reports, (iiiii) incur, outside of the ordinary course of business, any material indebtedness, (iviii) dispose of any material assets, (viv) make any acquisition (except to the extent specifically referenced in the Memorandum) or (viv) change its business or operations. (ij) OPCO or the Issuer, as applicable, The Company shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants Shares and the Agent Warrants and will also pay OPCO’s and the Issuer’s its own expenses for accounting fees, legal fees and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel). OPCO will provide at its own expense such quantities of the Memorandum and other documents and instruments relating to the Offering as the Placement Agent may reasonably requestOffering. All Blue Sky blue sky filings related to this Offering and Federal Form D filing shall be prepared by OPCOthe Company’s counsel, on behalf of at the Issuer, at OPCOCompany’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating to the Offering and will distribute one such binder to each of the Placement Agent and its counsel. (jk) Until the earlier of the Termination Date or the Final Closing, neither OPCO the Company will not, nor Issuer nor will any person or entity acting on such persons’ behalf will Company’s behalf, negotiate with any other placement agent or underwriter with respect to a private or public offering of such entity’s debt or equity securities. Neither OPCO nor Issuer the Company nor anyone acting on such persons’ the Company’s behalf will, until the earlier of the Termination Date or the Final Closing, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units any securities of the Company from, or otherwise approach or negotiate in respect thereof with, any other person.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO a Company Material Adverse Effect or (ii) an Issuer Material Adverse Effect, either of otherwise which as a result it becomes necessary to amend or supplement the Memorandum so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribers. Neither OPCO nor Issuer The Company will not at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their its reasonable best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Exchange Act and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOthe Company’s Blue Sky blue sky counsel has advised the Placement Agent, OPCO and/or Issuer Agent that the Units Shares are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the UnitsShares, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer The Company shall use its best efforts to qualify the Units Shares for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer the Company and the Placement Agent, and Issuer Company will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer Company will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer Company shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants Shares and the Agent Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units Shares for the purposes substantially as described under the “Use of Proceeds” section of in the Memorandum. Except as set forth in the Memorandum, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders shareholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or IssuerPeriod, as applicable, the Company shall afford each prospective purchaser of Units Shares the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer the Company possesses such information or can acquire it without unreasonable expense. In addition, to the extent that any purchaser of Shares has inquiries concerning any of the business or operations of any member of the Company Group, the Company shall use reasonable best efforts to ensure that officers of such members are made available to respond to such inquiries. (h) Except with upon obtaining the prior written consent of Aegis, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandumbusiness, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided provided, that the Company shall be permitted to issue stock options and/or restricted stock units to officers, advisors, directors and employees of the Company pursuant to its existing equity incentive plan as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”)SEC Reports, (iiiii) incur, outside of the ordinary course of business, any material indebtedness, (iviii) dispose of any material assets, (viv) make any acquisition (except to the extent specifically referenced in the Memorandum) or (viv) change its business or operations. (i) OPCO or the Issuer, as applicable, The Company shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants Shares and the Agent Warrants and will also pay OPCO’s and the Issuer’s its own expenses for accounting fees, legal fees and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel). OPCO will provide at its own expense such quantities of the Memorandum and other documents and instruments relating to the Offering as the Placement Agent may reasonably requestOffering. All Blue Sky blue sky filings related to this Offering shall be prepared by OPCOthe Company’s counsel, on behalf of at the Issuer, at OPCOCompany’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating to the Offering and will distribute one such binder to each of the Placement Agent and its counsel. (j) Until the earlier of the Termination Date or the Final Closing, neither OPCO the Company will not, nor Issuer nor will any person or entity acting on such persons’ behalf will Company’s behalf, negotiate with any other placement agent or underwriter with respect to a private or public offering of such entity’s debt or equity securities. Neither OPCO nor Issuer the Company nor anyone acting on such persons’ the Company’s behalf will, until the earlier of the Termination Date or the Final Closing, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units any securities of the Company from, or otherwise approach or negotiate in respect thereof with, any other person.

Further Covenants. OPCO CepTor hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shallCepTor shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the Closing date of each Closing with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO or is reasonably likely to result in a Material Adverse Effect or (ii) an Issuer Material Adverse Effect, either of which as a result of which it becomes necessary to amend or supplement the Memorandum so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, CepTor will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer CepTor will not at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer CepTor is advised thereof, OPCO or Issuer, as applicable, CepTor will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, CepTor will use their reasonable its best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer CepTor shall comply with the Act, the Exchange Act and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCO’s Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer that the Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the UnitsNotes and securities accompanying the Notes, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer CepTor shall use its best efforts to qualify the Units Notes and securities accompanying the Notes for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer CepTor and the Placement Agent, and Issuer CepTor will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer CepTor will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer CepTor will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer CepTor shall place a legend on the certificates representing the Shares, securities sold in the Preferred Shares, the Conversion Shares, the Exchange Warrants Offering and the Placement Agent Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company CepTor shall apply the net proceeds from the sale of the Units Notes to fund its working capital requirements and for the such other purposes as substantially as described under the “Use heading "Monthly Disbursement of Proceeds” section of the Memorandum. Except as set forth " in the Memorandum, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred Memorandum and in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement AgentSubscription Agreement. (g) During the Offering Period OPCO or IssuerPeriod, as applicable, CepTor shall afford each prospective purchaser of Units Notes the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer CepTor concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer possesses such information or can acquire it without unreasonable expenseMemorandum. (h) Except with the prior written consent of Aegis, which consent shall not be unreasonably withheld, OPCO and Issuer shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandum, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or (vi) change its business or operations. (i) OPCO or the Issuer, as applicable, CepTor shall pay all reasonable expenses incurred in connection with the preparation and printing and mailing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, Notes and securities to accompany the Preferred Shares, the Conversion Shares, the Exchange Warrants Notes and the Placement Agent Warrants and will also pay OPCO’s and the Issuer’s its own respective expenses for accounting fees, legal fees fees, and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel)Offering. OPCO CepTor will provide at its own expense such quantities of the Memorandum and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All In addition, CepTor will pay all reasonable filing fees, costs and legal fees for Blue Sky services and related filings and expenses of its counsel with respect to Blue Sky qualifications. The Blue Sky filings related to this Offering shall be prepared by OPCO’s counsel, on behalf of the Issuer, at OPCO’s expense, CepTor's counsel and all Blue Sky filing fees shall be paid by CepTor prior to or together with any filing. CepTor's counsel shall promptly send copies of all Blue Sky filings to be promptly forwarded that it makes to the Placement AgentAgent following the Closing. Further, as promptly as practicable after the Final Closing, the Company CepTor shall prepare, at its own expense, velobound “"closing binders” " relating to the Offering and will distribute one such binder binders to each of the Placement Agent and its counsel. (j) Until the earlier of the Termination Date or the Final Closing, neither OPCO nor Issuer nor any person or entity acting on such persons’ behalf will negotiate with any other placement agent or underwriter with respect individuals designated by counsel to a private offering of such entity’s debt or equity securities. Neither OPCO nor Issuer nor anyone acting on such persons’ behalf will, until the earlier of the Termination Date or the Final Closing, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units from, or otherwise approach or negotiate in respect thereof with, any other person.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shall, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date)[Reserved]. (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO Material Adverse Effect which does or (ii) an Issuer Material Adverse Effect, either of which may materially affect the Company or as a result of which it becomes might become necessary to amend or supplement the Memorandum Transaction Documents or the SEC Documents so that the representations and warranties herein remain true and correct in all material respectstrue, or in case it shall shall, in the opinion of counsel to the Company, be necessary to amend or supplement the Memorandum Transaction Documents or the SEC Documents to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribers. Neither OPCO nor Issuer will at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities lawsrequest. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the MemorandumTransaction Documents, or the suspension of the qualification or registration of the Securities for offering or the suspension of any exemption for such qualification or registration thereof of the Securities for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable its best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Securities Act, the Rules and Regulations, the Exchange Act and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOthe Company’s Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer Agent that the Units Securities are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will Securities under the Purchase Agreement. The Company shall file or cause to be filed a Notice of Sales of Securities on Form D with the SEC, SEC and any applicable states no later than fifteen (15) days after the Closing. The Company shall file promptly thereafter forward or cause such amendments to be forwarded to the Placement Agent, any and all reports such Notice on Form D as shall become necessary and shall also comply with any filing requirement imposed by the laws of any state of jurisdiction in which offers and sales are requiredmade. The Company shall furnish the Placement Agent with copies of all filings. (d) Issuer shall use best efforts to qualify the Units for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer and the Placement Agent, and Issuer will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering[Reserved]. (e) The Issuer Company shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Agent’s Warrants stating that the securities evidenced thereby have not been registered under the Securities Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Securities Act and applicable state laws. (f) The Company shall apply use the net proceeds from the sale of the Units for the purposes substantially as described under the “Use of Proceeds” section of the Memorandum. Except as set forth in the Memorandum, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement Agentacquisitions and general working capital purposes. (g) The Company shall at all times reserve and keep available out of its authorized shares of Common Stock the maximum number of Shares and Warrant Shares that may be issuable or deliverable hereunder and under all the Warrants. (h) During the Offering Period OPCO or IssuerPeriod, as applicable, the Company shall afford each prospective purchaser of Units Investor the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum Transaction Documents and the SEC Documents to the extent OPCO or Issuer it possesses such information or can acquire it without unreasonable expense. (hi) Except In connection with the prior written consent of AegisPlacement Agent’s due diligence investigation, which consent shall not be unreasonably withheld, OPCO and Issuer shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandum, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or (vi) change its business or operations. (i) OPCO or the Issuer, as applicable, shall pay all reasonable expenses incurred in connection cooperate with the preparation Placement Agent and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants and will also pay OPCO’s and the Issuer’s own expenses for accounting fees, legal fees and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid its counsel by making available to the Placement Agent’s counsel). OPCO will provide at its own expense representatives such quantities information as may be appropriate in making a reasonable investigation of the Memorandum Company and other documents and instruments relating its affairs, to the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCO’s counsel, on behalf of the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, extent the Company shall prepare, at its own possesses such information or can acquire it without unreasonable expense, velobound “closing binders” relating to the Offering and will distribute one such binder to each of the Placement Agent and its counsel. (j) Until the earlier of the Termination Closing Date or the Final ClosingTermination Date, neither OPCO nor Issuer the Company nor any person or entity acting on such persons’ its behalf will negotiate with any other placement agent or underwriter with respect to a private or public offering of such entitythe Company’s or any subsidiary’s debt or equity securities. Neither OPCO nor Issuer the Company nor anyone acting on such persons’ its behalf will, until the earlier of the Termination Date or the Final ClosingDate, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units Shares or other securities of the Company from, or otherwise approach or negotiate in respect thereof with, any other person. (k) Until the earlier of the Closing Date or the Termination Date, the Company will not incur any material indebtedness or dispose of any material assets or make any material acquisition or change in its business or operations, except with the Placement Agent’s knowledge or consent. (l) The Company shall not, during the period commencing on the date hereof and ending on the earlier of the Termination Date and the Closing, issue any press release or other public communication, or hold any press conference with respect to the Company’s financial condition, results of operations, the Offering or the Company entering into a material contract, without the prior consent of the Placement Agent, which consent shall not be unreasonably withheld or delayed, subject to the Company’s obligation to comply with applicable securities laws.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO Material Adverse Effect or (ii) an Issuer a Material Adverse Effect, either of which as a result of which it becomes necessary to amend or supplement the Memorandum so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Exchange Act and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOthe Company’s Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer Agent and the Company that the Units Series A Preferred Shares are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the UnitsSeries A Preferred Shares, and will file or cause to be filed with the SECCommission, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer The Company shall use best efforts to qualify the Units Series A Preferred Shares for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer the Company and the Placement Agent, and Issuer the Company will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer the Company will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer Company shall place a legend on the certificates representing the Shares, the Series A Preferred Shares, the Conversion Shares, the Exchange Warrants Shares and the Agent Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units Series A Preferred Shares for the purposes substantially as described under the “Use of Proceeds” section of the Memorandum. Except as set forth in the Memorandum, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or IssuerPeriod, as applicable, the Company shall afford each prospective purchaser of Units Series A Preferred Shares the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer the Company possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegisthe Placement Agent, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandum, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any material acquisition or (vi) change its business or operations. (i) OPCO or the Issuer, as applicable, The Company shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Series A Preferred Shares, the Conversion Shares, the Exchange Warrants Shares and the Agent Warrants and will also pay OPCO’s and the Issuer’s Company's own expenses for accounting fees, legal fees and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel)Offering. OPCO The Company will provide at its own expense such quantities of the Memorandum and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCOthe Company’s counsel, on behalf of counsel at the Issuer, at OPCOCompany’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “"closing binders” " relating to the Offering and will distribute one such binder to each of the Placement Agent and its counsel. (j) Until the earlier of the Termination Date or the Final Closing, neither OPCO nor Issuer the Company nor any person or entity acting on such persons’ behalf will negotiate with any other placement agent or underwriter with respect to a private or public offering of such entity’s debt or equity securities. Neither OPCO the Company nor Issuer nor anyone any person or entity acting on such persons’ behalf will, until the earlier of the Termination Date or the Final Closing, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units Series A Preferred Shares from, or otherwise approach or negotiate in respect thereof with, any other person.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon with the prior written notice to consent of the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which that would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO Material Adverse Effect does or (ii) an Issuer Material Adverse Effect, either of which may materially affect the Company or as a result of which it becomes might become necessary to amend or supplement the Memorandum so that the representations and warranties herein remain true and correct in all material respectstrue, or in case it shall shall, in the reasonable opinion of counsel to the Placement Agent, be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time time, whether before or after the Final Closing Closing, prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or to which the Placement Agent or its counsel will have objected in writing or orally (confirmed in writing within 24 hours), or which is not in compliance in all material respects with the Act Act, the Regulations and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of the qualification or registration of the Units for offering or the suspension of any exemption for such qualification or registration thereof of the Units for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable its best efforts to prevent the issuance of any such order order, judgment or decree, and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Regulations, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCO’s the Placement Agent's Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer Agent that the Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer The Company shall use its reasonable best efforts to qualify the Units for sale (or seek exemption therefrom) under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCOthe Placement Agent shall designate, Issuer and the Placement Agent, and Issuer Company will (through Blue Sky counsel) make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offeringrequest. (e) The Issuer Company shall file on or before the later of April 30, 2004 or 30 days following the date of the Final Closing, a resale registration statement under the Securities Act for the resale of the shares of Common Stock (i) underlying the Series A Preferred, (ii) underlying the Warrants, (iii) issuable upon dividend distributions in respect of the Series A Preferred and (iv) underlying the Agent's Warrants. The Company will (x) use reasonable best efforts to cause the registration statement to become effective within 120 days after the date of filing and (y) maintain the effectiveness of such registration statement for 24 months after the Final Closing of the Offering. If the Company fails to file such registration statement on or before 45 days following the date of the Final Closing or such registration statement does not become effective within 120 days after such date of filing (or if earlier, the expiration of such 45-day period), the Company will pay a cash penalty to the holders of the Shares equal to two percent of their aggregate Purchase Price per Unit for each 30 days (or portion thereof) such registration obligations are not met by the Company. The cash payments shall be paid promptly on the first business day of each calendar month during such period of noncompliance. Notwithstanding anything in this Section 5(e) to the contrary, if the Company shall furnish to the holders of the Securities ("Holders") a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company has made the good faith determination that it is therefore essential to suspend the use by the Holders of such registration statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Common Stock pursuant thereto, then the right of such Holders to use such registration statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Common Stock pursuant thereto, shall be suspended for a period (the "Suspension Period") of not more than 30 days after delivery by the Company of the certificate referred to above in this Section 5(e), provided, that the Company shall provide the Holders of the Securities with no less than twenty-four (24) hours prior written notice of any Suspension Period. During the Suspension Period, such Holders shall not offer or sell any Common Stock pursuant to or in reliance upon such registration statement (or the prospectus relating thereto). The Company agrees that, as promptly as practicable, the Company will provide such Holders with revised prospectuses, if required, and will notify the Holders of their ability to effect offers or sales of Common Stock pursuant to or in reliance upon such registration statement. Notwithstanding for foregoing, the Company shall not be entitled to Suspension Periods totaling more than 30 days in the aggregate in any twelve (12) month period. (f) The Company shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants Securities issued to subscribers stating that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (fg) The Company shall apply the net proceeds from the sale of the Units to fund its working capital requirements and/or for the such other purposes substantially as shall be specifically described under the “"Use of Proceeds” section of " in the Memorandum. Except as set forth in the Memorandum, the Company shall not use any SEC Reports or as approved by the Board of Directors of the Company, the net proceeds of the Offering shall not be used to repay indebtedness to current executive officers (or principal shareholders of the Company, or to repurchase or redeem any securities, other than accrued salaries incurred in the ordinary course of business)pursuant to Section 1(a) hereof, directors or stockholders of the Company without the prior written consent of and except as otherwise authorized by the Placement Agent.Agent in writing (gh) During the Offering Period OPCO or IssuerPeriod, as applicablethe Company shall make available for review by prospective purchasers of the Units during normal business hours at the Company's offices, upon their request, copies of the Company Agreements to the extent that such disclosure shall not violate any obligation on the part of the Company to maintain the confidentiality thereof and shall afford each prospective purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer it possesses such information or can acquire it without unreasonable expense. (hi) Except with the prior written consent of Aegisthe Placement Agent or as set forth in the Memorandum, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business, including, without limitation, the incurrence of material indebtedness, materially change its business or operations as shall be described in the Memorandum, (ii) dispose of any material assets or make any material acquisition, or issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights right to acquire any such securities; provided that the Company securities except as shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in contemplated by the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or (vi) change its business or operations. (ij) OPCO Whether or not the Issuertransactions contemplated hereby are consummated, as applicableor this Agreement is terminated, shall the Company hereby agrees to pay all reasonable fees, costs and expenses incurred incident hereto and to the Offering, including, without limitation, those in connection with (i) preparing, distributing and binding the preparation Memorandum and printing of any and all necessary offering amendments and/or supplements thereto, fees for bound volumes and any and all agreements, contracts and other documents related hereto and instruments related to thereto; (ii) the Offering authorization, issuance, transfer and the issuance delivery of the Shares, the Preferred SharesSecurities, the Conversion Shares, the Exchange Agent's Warrants and the Agent's Shares, including, without limitation, fees and expenses of any transfer agent or registrar; (iii) the fees and expenses of the Escrow Agent Warrants (subject to Section 4(b) hereof); (iv) all fees and will also pay OPCO’s expenses of legal, accounting and other advisers to the Issuer’s own expenses for accounting Company; (v) all reasonable filing fees, costs and legal fees and other costs involved expenses for Blue Sky services and related filings with the Offering (provided that OPCO shall not be responsible for the respect to Blue Sky exemptions and qualifications, including legal fees of Issuer $3,000 for the period prior to the First Closing other than the first ten states and $25,000 previously 450 per state thereafter, $3,000 of which shall be paid to the Placement Agent’s counsel's counsel at the First Closing for legal fees in connection with obtaining Blue Sky exemptions (the "Blue Sky Fees"). OPCO will provide at its own ; and (vi) subject to Section 9 hereof, a nonaccountable expense such quantities of the Memorandum and other documents and instruments allowance ("Placement Agent Expenses") relating to the Offering as expenses incurred by the Placement Agent may reasonably request. All Blue Sky filings in connection with the Offering (including, without limitation, travel and related to this Offering shall be prepared by OPCO’s counselexpenses and fees and expenses of legal, on behalf of the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded accounting and other advisers to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating ) equal to the Offering and will distribute one such binder to each three (3%) percent of the Placement Agent and its counselaggregate Purchase Price per Unit sold, deducted from the gross proceeds of the Units sold in the Offering. (jk) Until the earlier of the Termination Date or the Final ClosingDate, neither OPCO nor Issuer the Company nor any person or entity acting on such persons’ its behalf will negotiate or enter into any agreement with any other placement agent or underwriter with respect to a private or public offering of such entity’s the Company's or any subsidiary's debt or equity securities. Neither OPCO nor Issuer the Company nor anyone acting on such persons’ its behalf will, until the earlier of the Termination Date or the Final ClosingDate, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units or other securities of the Company from, or otherwise approach or negotiate in respect thereof with, any other person. (l) Prior to the First Closing, the chief executive officer and chief financial officer of the Company shall have provided representations and warranties in form and substance acceptable to the Placement Agent relating to the Company's most recent quarterly unaudited and year to date financial statements, internal financial controls, similar to those included in the Company's 2002 annual report on Form 10-K under the Securities Exchange Act of 1934, as amended, and as required by the Sarbanes-Oxley Act of 2002, the absence of undisclosed liabilitxxx xxx xxxx other matters relating to the financial condition and prospects of the Company as the Placement Agent may reasonably request.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon with the prior written notice to consent of the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to date, including, without limitation, incurring any material indebtedness, disposing of any material assets or making any material acquisition or change in its business or operations as described in the extent any representation or warranty relates to an earlier date)Memorandum. (b) If, at any time prior to the Final Closing, any event shall shall, to the Company's knowledge, occur that causes (i) an OPCO Material Adverse Effect which does or (ii) an Issuer Material Adverse Effect, either of which may materially affect the Company or as a result of which it becomes might become necessary to amend or supplement the Memorandum so that the representations and warranties herein remain true and correct in all material respectstrue, or in case it shall shall, in the opinion of counsel to the Placement Agent, be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time time, whether before or after the Final Closing Closing, prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or to which the Placement Agent or its counsel will have objected in writing or orally (confirmed in writing within 24 hours), or which is not in compliance in all material respects with the Act Act, the Regulations and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of the qualification or registration of the Shares for offering or the suspension of any exemption for such qualification or registration thereof of the Shares for offering in any jurisdiction, or of the institution or threatened (in writing) institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable its best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Regulations, the Securities Exchange Act of 1934 and the rules and regulations thereunder, and all applicable state securities laws and the rules and regulations thereunder in the states in which OPCO’s Blue Sky counsel to the Company has advised the Placement Agent, OPCO and/or Issuer Company that the Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer The Company shall use its reasonable best efforts to qualify the Units for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer the Company and the Placement Agent, and Issuer the Company will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer the Company will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of processjurisdiction. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request request. The Company shall pay all filing fees, costs and legal fees for Blue Sky services and related filings and expenses of counsel with respect to the OfferingBlue Sky qualifications. (e) The Issuer Company shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants Shares issued to subscribers stating that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, laws and setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units to fund its working capital requirements and for the such other purposes substantially as specifically described under the “"Use of Proceeds” section of " in the Memorandum. Except as specifically set forth in the Memorandum, the Company shall not use any of the net proceeds of the Offering shall not be used to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business)officers, directors or stockholders shareholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or IssuerPeriod, as applicablethe Company shall make available for review by prospective purchasers of the Units during normal business hours at the Company's offices, upon their request, copies of the Company Agreements to the extent that such shall not violate any obligation on the part of the Company to maintain the confidentiality thereof. The Company may request that a prospective purchaser of Units sign a non-disclosure agreement prior to review of any of the Company Agreements if the Company, in its reasonable judgment, determines that disclosure thereof to a particular prospective purchaser may be detrimental to the Company. The Company shall afford each prospective purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer it possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegisthe Placement Agent, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing or the Termination DateClosing, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandum, (ii) or issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that securities except as contemplated by the Memorandum. (i) For a period of the earlier of five years from the First Closing or the closing of an initial public offering, the Company shall be permitted deliver (i) to issue stock options and/or restricted stock units to officers, directors the Placement Agent and employees the Company's shareholders annual audited financial statements setting forth fairly the financial position of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination DateCompany, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant (ii) to the Issuer’s 2016 Equity Incentive Plan Placement Agent quarterly unaudited financial statements including both a balance sheet and statement of income (the “Plan”including year over year quarterly comparisons), (iii) incurto the Placement Agent and the investors in the Offering a quarterly report of the progress and status of the Company and an annual report setting forth clearly the financial position, outside progress and status of the ordinary course of business, any material indebtednessCompany, (iv) dispose to the Placement Agent a copy of any material assets, a list of its shareholders as and when so requested and (v) make any acquisition or (vi) change its to the Placement Agent such additional information and documents concerning the business or operationsand financial condition of the Company as the Placement Agent may from time to time reasonably request. (ij) OPCO or the Issuer, as applicable, The Company shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants Agent's Shares and the Agent Agent's Warrants and will also pay OPCO’s and the Issuer’s Company's own expenses for accounting fees, legal fees and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel)Offering. OPCO The Company will provide at its own expense such quantities of the Memorandum and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCO’s counsel, on behalf of the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating to the Offering and will distribute one such binder to each of the Placement Agent and its counsel. (jk) Until the earlier of Prior to the Termination Date or the Final ClosingDate, neither OPCO nor Issuer the Company nor any person or entity acting on such persons’ its behalf will negotiate with any other placement agent or underwriter with respect to a private or public offering of such entity’s the Company's or any subsidiary's debt or equity securities. Neither OPCO nor Issuer the Company nor anyone acting on such persons’ its behalf will, until the earlier of the Termination Date or the Final ClosingDate, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for for, Units or other securities of the Company from, or otherwise approach or negotiate in respect thereof with, any other person. Prior to the second anniversary of the First Closing, and subject to Section 6(i) hereof, the Company will not, without the Placement Agent's prior written consent, sell any securities, or any rights to acquire any securities, of the Company (except pursuant to any existing options, warrants and rights and option plans described in the Memorandum) at a price less than $ 1.00 per share or create any additional classes or series of capital stock. (l) The following officers of the Company will continue in their current positions following the Offering, and prior to the First Closing, the Company will enter into employment agreements reasonably acceptable to the Placement Agent with such persons: Xxxxxx Xxxxxx and Xxxxx Xxxx. Such agreements shall set forth terms of two (2) years, reasonable compensation and expense provisions, non-competition agreements and other reasonable terms and conditions. The Company may establish a management incentive compensation plan reasonably acceptable to and with the prior written consent of the Placement Agent. (m) The Company shall secure prior to the First Closing and thereafter maintain "key man" life insurance for the benefit of the Company in the amount of $1,000,000 on Xxxxxx Xxxxxx, the President of the Company. (n) The Placement Agent shall have the right, for a period of the earlier of five (5) years from the First Closing or the effectiveness of an initial public offering, to designate one (1) person reasonably acceptable to the Company to be, at the Placement Agent's sole discretion, a nominee for director of the Company. The Principal Shareholders (as defined below) at the First Closing shall agree to vote in favor of such nominee and the Company shall use its best efforts (which shall include, without limitation, the solicitation of proxies on behalf of such nominee) to elect such nominee to the Board of Directors. The Board of Directors shall consist of at least five (5) but not more than seven (7) directors. The Company further agrees that it shall hold "in person" directors' meetings no less frequently than quarterly. Notice of regular or special meetings as may be required to be given to directors by statute or the Company's bylaws shall be given to the Placement Agent. The Company agrees to indemnify and hold the Placement Agent harmless against any and all claims, actions, awards and judgments arising solely out of the attendance and participation of the Placement Agent's designated nominee at any such meeting described herein. In the event the Company maintains a liability insurance policy affording coverage for the acts of its officers and directors, it agrees, if possible, to include the Placement Agent's designated nominee as an insured under such policy. For the purposes hereof, a "Principal Shareholder" shall mean any person, entity or group that beneficially owns, directly or indirectly, five percent (5%) of the Company's capital stock immediately preceding the First Closing and all executive officers and directors of the Company.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO a Company Material Adverse Effect or (ii) an Issuer Material Adverse Effect, either of which as a result it becomes necessary to amend or supplement the Memorandum Subscription Documents so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum Subscription Documents to comply with Regulation D the Securities Act or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum Subscription Documents of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the MemorandumSubscription Documents, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable its best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Exchange Act and Act, the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOthe Company’s Blue Sky counsel has advised the Placement Agent, OPCO Agent and/or Issuer the Company that the Units Securities are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the UnitsSecurities, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. The Company will pay the attorney’s fee and out of pocket expenses related to the filings for exemption from such qualifications or registration with any state securities commissions and any other regulatory agencies. Such fees will be paid at the time of invoicing, or at the time of Closing, if known, and if not yet invoiced, funds will be held by the Company to cover the estimated invoice. The Company will pay the invoice within five (5) days of receipt of invoice. (d) Issuer shall use best efforts to qualify the Units for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer and the Placement Agent, and Issuer will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units Securities for the purposes substantially as described under set forth in the “Use of Proceeds” section of the MemorandumSubscription Documents. Except as set forth in the MemorandumSubscription Documents, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), ) or directors or stockholders of the Company without the prior written consent of the Placement Agent. (ge) During the Offering Period OPCO or IssuerPeriod, as applicable, the Company shall afford each prospective purchaser of Units Securities the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum Subscription Documents to the extent OPCO or Issuer the Company possesses such information or can acquire it without unreasonable expense. (hf) Except with the prior written consent of Aegisthe Placement Agent, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum Subscription Documents (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the MemorandumSubscription Documents, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any material acquisition or (vi) change its business or operationsoperations in any material respect. (ig) OPCO Whether or not the Issuertransactions contemplated hereby are consummated, as applicableor this Agreement is terminated, the Company shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants Securities and the Agent Brokers Warrants and will also pay OPCOfor the Company’s and the Issuer’s own expenses for accounting fees, legal fees fees, printing costs, and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel)Offering. OPCO The Company will provide at its own expense such quantities of the Memorandum Subscription Documents and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCO’s counselThe Company will pay at its own expense in connection with the creation, on behalf authorization, issuance, transfer and delivery of the IssuerSecurities, at OPCO’s expenseincluding, with copies without limitation, fees and expenses of any transfer agent or registrar; all filings fees and expenses of legal, accounting and other advisers to be promptly forwarded the Company. In addition to any fees payable to the Placement Agent hereunder and regardless of whether the Offering is consummated, the Company hereby agrees to promptly reimburse the Placement Agent’s legal counsel fees in the amount of Twenty-Five Thousand Dollars ($25,000) (the “Placement Agent Legal Fee”), paid directly from the Company’s account at the time of the Closing and if no Closing, then within five (5) days of written request to the Company by wire transfer. Further, The Placement Agent Legal Fee is separate and apart from the Placement Agent Broker Compensation and other expenses described herein. This reimbursement obligation is in addition to the reimbursement of fees and expenses relating to attendance by the Placement Agent at proceedings or to indemnification and contribution as promptly as practicable after contemplated elsewhere in this agreement. In the Final Closingevent any of the Placement Agent’s personnel must attend or participate in judicial or other proceedings to which we are not a party relating to the subject matter of this agreement, the Company shall preparepay the Placement Agent an additional per diem payment, per person, at its own expensecustomary rates, velobound “closing binders” relating together with reimbursement of all out-of-pocket expenses and disbursements, including reasonable attorneys’ fees and disbursements incurred by it in respect of its preparation for and participation in such proceedings. (h) On each Closing Date, the Company permits the Placement Agent to rely on any representations and warranties made by the Company to the Offering Investors and will distribute one such binder cause its counsel to each permit the Placement Agent to rely upon any opinion furnished to the Investors. (i) The Company will comply with all of its obligations and covenants set forth in its agreements with the Investors in the Offering. If not filed on EXXXX, the Company will promptly deliver to the Placement Agent and its counsel. (j) Until counsel copies of any and all filings with the earlier SEC and each amendment or supplement thereto, as well as all prospectuses and free writing prospectuses, prior to the closing of the Termination Date or the Final Closing, neither OPCO nor Issuer nor any person or entity acting Offering and six months thereafter. The Placement Agent is authorized on such persons’ behalf will negotiate with any other placement agent or underwriter with respect to a private offering of such entity’s debt or equity securities. Neither OPCO nor Issuer nor anyone acting on such persons’ behalf will, until the earlier of the Termination Date or Company to use and distribute copies of any Subscription Documents, including Company’s SEC Filings in connection with the Final Closingsale of the Securities as, and to the extent, permitted by federal and applicable state securities laws. The Company acknowledges and agrees that the Placement Agent will be relying, without assuming responsibility for independent verification, on the prior written consent accuracy and completeness of all financial and other information that is and will be furnished to them by the Placement Agent, offer Company and the Company will be liable for sale to, any material misstatements or solicit offers to subscribe for Units from, or otherwise approach or negotiate in respect thereof with, any other personomissions contained therein.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon with the prior written notice to consent of the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO Material Adverse Effect which does or (ii) an Issuer Material Adverse Effect, either of which may materially affect the Company or as a result of which it becomes might become necessary to amend or supplement the Memorandum Executive Summary so that the representations and warranties herein remain true and correct in all material respectstrue, or in case it shall shall, in the opinion of counsel to the Placement Agent, be necessary to amend or supplement the Memorandum Executive Summary to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time time, whether before or after the Final Closing Closing, prepare or use any amendment or supplement to the Memorandum Executive Summary of which the Placement Agent will not previously have been advised and furnished with a copy, or to which the Placement Agent or its counsel will have objected in writing or orally (confirmed in writing within twenty-four (24) hours), or which is not in compliance in all material respects with the Securities Act and the requirements of all other rules and regulations (the “Regulations”) and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the MemorandumExecutive Summary, or the suspension of the qualification or registration of the Units for offering or the suspension of any exemption for such qualification or registration thereof of the Units for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their commercially reasonable best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Securities Act, the Regulations, the Exchange Act and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOthe Placement Agent’s Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer Agent that the Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will file or cause to be filed with the SECCommission, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer The Company shall use its best efforts to qualify the Units for sale under the securities laws of such jurisdictions in (within the United States and its territories) as may be mutually agreed to by OPCO, Issuer the Company and the Placement Agent, and Issuer the Company will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer the Company will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of processjurisdiction. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offeringrequest. (e) The Issuer Company shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants Shares and the Agent Warrants Warrant Shares stating that the securities evidenced thereby have not been registered under the Securities Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Securities Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units for the purposes substantially as described under payment of interest in the “Use aggregate amount of Proceeds” section $31,500 on, and the potential repayment or redemption of, outstanding convertible debt, due December 31, 2003, in the amount of approximately $250,000 and the Memorandumremaining proceeds to general corporate and working capital purposes. Except with respect to the currently outstanding convertible debt, and interest accruing thereon, and as specifically set forth in the MemorandumExecutive Summary, the Company shall not use any of the net proceeds of the Offering shall not be used to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business)officers, directors or stockholders of the Company without the prior written consent of the Placement Agent, except for the reimbursement for reasonable and necessary expenses which are related to Company business or which are incurred in connection with attendance at board, committee or stockholder meetings. (g) During the Offering Period OPCO or IssuerPeriod, as applicablethe Company shall make available for review by prospective Purchasers of the Units during normal business hours at the Company’s offices, upon their request, copies of the Company’s material agreements filed with the Commission to the extent that such disclosure shall not violate any obligation on the part of the Company to maintain the confidentiality thereof and shall afford each prospective purchaser Purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum Executive Summary and the Commission Documents to the extent OPCO or Issuer it possesses such information or can acquire it without unreasonable expense. (h) Except In connection with the prior written consent of AegisPlacement Agent’s due diligence investigation, which consent shall not be unreasonably withheld, OPCO and Issuer shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandum, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall cooperate with the Placement Agent and the Placement Agent’s counsel by making available to the Placement Agent’s representatives such information as may be permitted to issue stock options and/or restricted stock units to officers, directors and employees appropriate in making a reasonable investigation of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or (vi) change its business or operationsaffairs. (i) OPCO or Subject to the Issuerprovisions of Section 4(e) hereof, as applicable, the Company shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants Units and will also pay OPCO’s and the IssuerCompany’s own expenses for accounting fees, legal fees fees, and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel)Offering. OPCO The Company will provide at its own expense such quantities of the Memorandum Executive Summary and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCO’s counselIn addition, on behalf of the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded subject to the Placement Agent. Further, as promptly as practicable after the Final Closingprovisions of Section 4(e) hereof, the Company shall preparewill pay all reasonable filing fees, at its own expensecosts and legal fees for Blue Sky services and related filings and expenses of Placement Agent’s counsel with respect to Blue Sky qualifications, velobound “closing binders” relating to if any, and the Offering preparation and will distribute one such binder to each filing of the Placement Agent and its counselForm D referred to in (l) below. (j) Until the earlier of the Termination Date or the Final ClosingDate, neither OPCO nor Issuer the Company nor any person or entity acting on such persons’ its behalf will negotiate with any other placement agent or underwriter with respect to a private or public offering of such entitythe Company’s or any subsidiary’s debt or equity securities. Neither OPCO nor Issuer the Company nor anyone acting on such persons’ its behalf will, until the earlier of the Termination Date or the Final ClosingDate, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units or other securities of the Company from, or otherwise approach or negotiate in respect thereof with, any other person. (k) Prior to the Closing, the Company will not incur any material indebtedness or dispose of any material assets or make any material acquisition or change in its business or operations, except with the Placement Agent’s knowledge. (l) The Company shall file a Notice of Sales of Securities on Form D with the Commission no later than fifteen (15) days after the first sale of the Units. The Company shall file promptly such amendments to such Notice on Form D as shall become necessary and shall also comply with any filing requirement imposed by the laws of any state of jurisdiction in which offers and sales are made. The Company shall furnish the Placement Agent with copies of all filings. (m) The Company shall not, during the period commencing on the date hereof and ending on the later of the Termination Date and the Closing, issue any press release or other public communication, or hold any press conference with respect to the Company, its financial condition, results of operations, business, properties, assets or liabilities, or the Offering, without the prior knowledge of the Placement Agent.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Bridge Closing or the Final PPO Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Bridge Closing or the Final PPO Closing, any event shall occur that causes (i) an OPCO a Company Material Adverse Effect or (ii) an Issuer Material Adverse Effect, either of which as a result it becomes necessary to amend or supplement the Memorandum Bridge Note Subscription Documents or the PPO Subscription Documents so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum Bridge Note Subscription Documents or PPO Subscription Documents to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time before the Final Bridge Closing or Final PPO Closing prepare or use any amendment or supplement to the Memorandum Bridge Note Subscription Documents or PPO Subscription Documents of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the MemorandumBridge Note Subscription Documents or PPO Subscription Documents, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOPlacement Agent’s Blue Sky counsel has advised the Placement Agent, OPCO Agent and/or Issuer the Company that the Bridge Notes or PPO Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Bridge Notes or PPO Units, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. The Company will pay the attorney’s fee and out of pocket expenses related to the filings for registrations of sale or exemption from such qualifications with any state securities commissions and any other regulatory agencies. Such fees will be paid at the time of invoicing, or at the time of Closing, if known, and if not yet invoiced, funds will remain in escrow to cover the estimated invoice. (d) Issuer The Company shall use best efforts to qualify the Bridge Notes or PPO Units for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer the Company and the Placement Agent, and Issuer the Company will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer the Company will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Bridge Note Offering or PPO Offering. (e) The Issuer Company shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants Shares and the Agent Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Bridge Notes or PPO Units for the purposes substantially as described or to be described under the “Use of Proceeds” section of the MemorandumBridge Note Subscription Documents or PPO Subscription Documents. Except as set forth in the MemorandumBridge Note Subscription Documents or PPO Subscription Documents, the Company shall not use any of the net proceeds of the Bridge Note Offering or PPO Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement Agent. (g) During the respective Offering Period OPCO or IssuerPeriods, as applicable, the Company shall afford each prospective purchaser of the Bridge Notes or PPO Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the respective Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum Bridge Note Subscription Documents or PPO Subscription Documents to the extent OPCO or Issuer the Company possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegisthe Placement Agent, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Bridge Closing, Bridge Termination Date, the Final PPO Closing or the PPO Termination Date, except as contemplated by the Memorandum Bridge Note Subscription Documents or PPO Subscription Documents (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in or to be described in the MemorandumBridge Note Subscription Documents or PPO Subscription Documents, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any material acquisition or (vi) change its business or operationsoperations in any material respect. (i) OPCO or the Issuer, as applicable, The Company shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Bridge Note Offering and PPO Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants Shares and the Agent Warrants and will also pay OPCOfor the Company’s and the Issuer’s own expenses for accounting fees, legal fees fees, printing costs, and other costs involved with the Bridge Note Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel)and PPO Offering. OPCO The Company will provide at its own expense such quantities of the Memorandum Bridge Subscription Documents, PPO Subscription Documents and other documents and instruments relating to the Bridge Note Offering or PPO Offering as the Placement Agent may reasonably request. All The Company will pay at its own expense in connection with the creation, authorization, issuance, transfer and delivery of the Bridge Notes or PPO Units, including, without limitation, fees and expenses of any transfer agent or registrar; the fees and expenses of the Escrow Agent; all fees and expenses of legal, accounting and other advisers to the Company; the registration or qualification of the Bridge Notes or PPO Units for offer and sale under the securities or Blue Sky filings related to this Offering shall be prepared by OPCOlaws of such jurisdictions, payable within five (5) days of being invoiced; and at the First Bridge Closing, or, at the First PPO Closing if there is no Bridge Closing or no PPO Closing, within ten (10) days after written request therefore following the Bridge Termination Date or PPO Termination Date, legal fees of $25,000 and expenses of the Placement Agent’s counsel, on behalf without the prior written approval of the Issuer, at OPCO’s expense, with copies Company and provided that such limitation shall in no way affect the obligations of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating with respect to the Offering indemnification and will distribute one such binder to each of the Placement Agent contribution as set forth in Sections 8 and its counsel9 herein. (j) Until Effective with the earlier First Closing of the Termination Date or the Final ClosingPPO Offering, neither OPCO nor Issuer nor any person or entity acting on such persons’ behalf will negotiate with any other Placement Agent shall have a right of first negotiation (“Right of Negotiation”) to act as lead placement agent or underwriter with respect to a on any subsequent private offering of such entity’s debt or equity securities. Neither OPCO nor Issuer nor anyone acting on such persons’ behalf will, until the earlier placement of the Termination Date or the Final Closing, without the prior written consent Company’s securities for a period of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units from, or otherwise approach or negotiate in respect thereof with, any other personone (1) year from such effectiveness.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO a Company Material Adverse Effect or (ii) an Issuer Material Adverse Effect, either of which as a result it becomes necessary to amend or supplement the Memorandum Subscription Documents so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum Subscription Documents to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum Subscription Documents of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the MemorandumSubscription Documents, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Exchange Act and Act, the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCO’s the Company's Blue Sky counsel has advised the Placement Agent, OPCO Agent and/or Issuer the Company that the Units Bridge Notes are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the UnitsBridge Notes, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. The Company will pay the attorney's fee and out of pocket expenses related to the filings for registrations of sale or exemption from such qualifications with any state securities commissions and any other regulatory agencies. Such fees will be paid at the time of invoicing, or at the time of Closing, if known, and if not yet invoiced, funds will remain in escrow to cover the estimated invoice. The Company will pay the invoice or authorize release of the funds from escrow within five (5) days of receipt of invoice. (d) Issuer The Company, at its own cost and expense, shall use best efforts to qualify the Units Bridge Notes for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer the Company and the Placement Agent, and Issuer the Company will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer the Company will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer Company shall place a legend on the certificates representing the Bridge Notes, Unit Shares, the Preferred Unit Warrant Shares, the Conversion SharesPlacement Agent Warrants, the Exchange Warrants and the Placement Agent Warrants Warrant Shares that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units Bridge Notes for the purposes substantially as described under set forth in the “Use of Proceeds” section of the MemorandumSubscription Documents. Except as set forth in the MemorandumSubscription Documents, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or IssuerPeriod, as applicable, the Company shall afford each prospective purchaser of Units Bridge Notes the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum Subscription Documents to the extent OPCO or Issuer the Company possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegisthe Placement Agent, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum Subscription Documents (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the MemorandumSubscription Documents, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any material acquisition or (vi) change its business or operationsoperations in any material respect. (i) OPCO Whether or not the Issuertransactions contemplated hereby are consummated, as applicableor this Agreement is terminated, the Company shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Bridge Notes, Unit Shares, the Preferred Unit Warrants, Unit Warrant Shares, the Conversion Shares, the Exchange Placement Agent Warrants and the Placement Agent Warrants Warrant Shares and will also pay OPCO’s and for the Issuer’s own Company's expenses for accounting fees, legal fees fees, printing costs, and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel)Offering. OPCO The Company will provide at its own expense such quantities of the Memorandum Subscription Documents and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All The Company will pay at its own expense in connection with the creation, authorization, issuance, transfer and delivery of the Bridge Notes, including, without limitation, fees and expenses of any transfer agent or registrar; the fees and expenses of the Escrow Agent; all fees and expenses of legal, accounting and other advisers to the Company; the registration or qualification of the Bridge Notes for offer and sale under the securities or Blue Sky filings related to this Offering shall be prepared by OPCO’s counsellaws of such jurisdictions, on behalf payable within five (5) days of the Issuerbeing invoiced. The Company will pay all such amounts, unless previously paid, at OPCO’s expensethe First Closing, with copies of all filings or, if there is no Closing, within ten (10) days after written request therefor following the Termination Date. In addition to be promptly forwarded any fees payable to the Placement Agent hereunder, the Company hereby agrees to pay the Placement Agent's legal counsel fees and legal out of pocket expenses related to the Bridge Note Offering in the amount of Fifteen Thousand Dollars ($15,000) (the "Placement Agent Counsel Fee"), which will be paid from the escrow account at the time of the First Closing and as a condition to Closing, and if there is no Closing, within five (5) banking days of receipt of an invoice for the Placement Agent Counsel Fee. Further, the Company agrees to reimburse the Placement Agent for its reasonable out-of-pocket expenses ("Expenses"), which shall be paid at the time of the First Closing and if there is no Closing, within five (5) banking days of receipt of an invoice from the Placement Agent for Expenses (other than expenses covered by Sections 8 and 9 of this Agreement)provided, however, that the Placement Agent must obtain the Company's prior approval for any out-of-pocket expense in excess of $1,500.This reimbursement obligation is in addition to the reimbursement of fees and expenses relating to attendance by the Placement Agent at proceedings or to indemnification and contribution as promptly as practicable after contemplated elsewhere in this agreement. In the Final Closingevent either Placement Agent's personnel must attend or participate in judicial or other proceedings to which we are not a party relating to the subject matter of this agreement, the Company shall preparepay such Placement Agent an additional per diem payment, per person, at our customary rates, together with reimbursement of all out-of-pocket expenses and disbursements, including reasonable attorneys' fees and disbursements incurred by it in respect of its own expense, velobound “closing binders” relating to the Offering preparation for and will distribute one participation in such binder to each of the Placement Agent and its counselproceedings. (j) Until On each Closing Date, the earlier Company permits the Placement Agent to rely on any representations and warranties made by the Company to the investors and will cause its counsel to permit the Placement Agent to rely upon any opinion furnished to the investors in the Offering. (k) The Company will comply with all of its obligations and covenants set forth in its agreements with the investors in the Offering. If not filed on XXXXX, the Company will promptly deliver to the Placement Agent and their counsel copies of any and all filings with the SEC and each amendment or supplement thereto, as well as all prospectuses and free writing prospectuses, prior to the closing of the Termination Date or the Final Closing, neither OPCO nor Issuer nor any person or entity acting Offering and six months thereafter. The Placement Agent is authorized on such persons’ behalf will negotiate with any other placement agent or underwriter with respect to a private offering of such entity’s debt or equity securities. Neither OPCO nor Issuer nor anyone acting on such persons’ behalf will, until the earlier of the Termination Date or Company to use and distribute copies of any Subscription Documents, including Company's SEC Filings in connection with the Final Closingsale of the Bridge Notes as, and to the extent, permitted by federal and applicable state securities laws. The Company acknowledges and agrees that the Placement Agent will be relying, without assuming responsibility for independent verification, on the prior written consent accuracy and completeness of all financial and other information that is and will be furnished to them by the Placement Agent, offer Company and the Company will be liable for sale to, any material misstatements or solicit offers to subscribe for Units from, or otherwise approach or negotiate in respect thereof with, any other personomissions contained therein.

Further Covenants. OPCO and Issuer The Company hereby covenant and agree that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final ClosingClosing (as defined below), knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the each closing date of each Closing with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date).. FOXO Technologies Inc. September 20, 2022 (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO Material Adverse Effect or (ii) an Issuer a Material Adverse Effect, either of which as a result it becomes necessary to amend or supplement the Memorandum Disclosure Materials so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum Disclosure Materials to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscriberssupplements. Neither OPCO nor Issuer The Company will not at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum Disclosure Materials of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the MemorandumDisclosure Materials, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their its reasonable best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations thereunder, and all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOthe Company’s Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer Agent and the Company that the Units Notes are qualified or registered for sale or exempt from such qualification or registration, registration so as to permit the continuance of the sales of the Units, and Notes. The Company will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, SEC any and all reports on Form D as are required. (d) Issuer shall use best efforts to qualify the Units for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer and the Placement Agent, and Issuer will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units for the purposes substantially as described under the “Use of Proceeds” section of the Memorandum. Except as set forth in the Memorandum, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course officers, directors, employees or any of business), directors their respective affiliates or to stockholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or Issuer, as applicable, shall afford each prospective purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegis, which consent shall not be unreasonably withheld, OPCO and Issuer shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandum, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or (vi) change its business or operations. (i) OPCO or the Issuer, as applicable, shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants and will also pay OPCO’s and the Issuer’s own expenses for accounting fees, legal fees and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel). OPCO will provide at its own expense such quantities of the Memorandum and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCO’s counsel, on behalf of the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating to the Offering and will distribute one such binder to each of the Placement Agent and its counsel. (j) Until the earlier of the Termination Date or the Final Closing, neither OPCO nor Issuer nor any person or entity acting on such persons’ behalf will negotiate with any other placement agent or underwriter with respect to a private offering of such entity’s debt or equity securities. Neither OPCO nor Issuer nor anyone acting on such persons’ behalf will, until the earlier of the Termination Date or the Final Closing, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units from, or otherwise approach or negotiate in respect thereof with, any other person.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO a Material Adverse Effect or (ii) an Issuer Material Adverse Effect, either of which as a result it becomes necessary to amend or supplement the Memorandum Subscription Documents so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum Subscription Documents to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum Subscription Documents of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the MemorandumSubscription Documents, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable its best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Exchange Act and Act, the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOthe Company’s blue sky (“Blue Sky Sky”) counsel has advised the Placement Agent, OPCO Agent and/or Issuer the Company that the Units Securities are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the UnitsSecurities, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. The Company will reimburse Blue Sky counsel for reasonable attorney’s fees and out of pocket expenses related to the filings for exemption from such qualifications or registration with any state securities commissions and any other regulatory agencies. (d) Issuer shall use best efforts to qualify the Units for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer and the Placement Agent, and Issuer will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer Company shall place a legend on the certificates representing the Shares, the Preferred SharesWarrants, the Conversion SharesBroker Warrants, the Exchange Warrants Warrant Shares and the Agent Warrants Broker Warrant Shares that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (fe) The Company shall apply the net proceeds from the sale of the Units Securities for the purposes substantially as described under set forth in the “Use of Proceeds” section of the MemorandumSubscription Documents. Except as set forth in the MemorandumSubscription Documents, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement AgentAgent and the other placement agents, not to be unreasonably withheld, conditioned or delayed. (gf) During the Offering Period OPCO or IssuerPeriod, as applicable, the Company shall afford each prospective purchaser of Units Securities the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum Subscription Documents to the extent OPCO or Issuer the Company possesses such information or can acquire it without unreasonable expense. (hg) Except with the prior written consent of Aegisthe Placement Agent and the other placement agents, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum Subscription Documents, (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandumbusiness, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any material acquisition or (vi) change its business or operationsoperations in any material respect. (ih) OPCO Whether or not the Issuertransactions contemplated hereby are consummated, as applicableor this Agreement is terminated, shall the Company will pay all reasonable expenses incurred in connection with the for its own accounting fees, legal fees, printing and preparation and printing costs of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants and will also pay OPCO’s and the Issuer’s own expenses for accounting fees, legal fees and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel)Offering. OPCO The Company will provide at its own expense such quantities of the Memorandum Subscription Documents and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All The Company will pay for expenses incurred in connection with the creation, authorization, issuance, transfer and delivery of the Securities, including, without limitation, fees and expenses of any transfer agent or registrar; the reasonable and documented fees and expenses of the Escrow Agent; and the Form D filings for offer and sale of the Securities under the federal securities and Blue Sky filings related to this Offering shall be prepared by OPCO’s counsellaws, on behalf within fifteen (15) days of the Issuerbeing invoiced. The Company will pay all such amounts, unless previously paid, at OPCO’s expensethe Closing, with copies of all filings to be promptly forwarded to or, if there is no Closing, within fifteen (15) days after written request therefor following the Placement Agent. Further, as promptly as practicable after the Final ClosingTermination Date. (i) On each Closing Date, the Company shall prepare, at its own expense, velobound “closing binders” relating to the Offering and will distribute one such binder to each of permits the Placement Agent to rely on any representations and warranties made by the Company to the investors and will cause its counselcounsel to permit the Placement Agent to rely upon any opinion furnished to the investors in the Private Placement. (j) Until The Company will comply with all of its obligations and covenants set forth in its agreements with the earlier investors in the Offering. The Placement Agent is authorized on behalf of the Termination Date or Company to use and distribute copies of any Subscription Documents and Company SEC filings in connection with the Final Closing, neither OPCO nor Issuer nor any person or entity acting on such persons’ behalf will negotiate with any other placement agent or underwriter with respect to a private offering of such entity’s debt or equity securities. Neither OPCO nor Issuer nor anyone acting on such persons’ behalf will, until the earlier sale of the Termination Date or Securities as, and to the Final Closingextent, permitted by federal and applicable state securities laws. The Company acknowledges and agrees that the Placement Agent will be relying, without assuming responsibility for independent verification, on the prior written consent accuracy and completeness of all financial and other information that is and will be furnished to them by the Placement Agent, offer Company and the Company will be liable for sale to, any material misstatements or solicit offers to subscribe for Units from, or otherwise approach or negotiate in respect thereof with, any other personomissions contained therein.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it it, or incorporated by reference, in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any such representation or warranty relates to expressly speaks of an earlier datedate or time, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date or time, as applicable). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO a Material Adverse Effect or (ii) an Issuer Material Adverse Effect, either of which Change as a result of which it becomes necessary for the Company to file a Current Report on Form 8-K or otherwise amend or supplement the Memorandum disclosure in its SEC Filings so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements the applicable documents in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribers. Neither OPCO nor Issuer will at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer is advised thereof, OPCO or Issuer, as applicable, will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, will use their reasonable best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereofrequest. (c) OPCO Subject to Placement Agent’ actions and Issuer the actions of others in connection with the Offering, the Company shall comply with the Act, the Exchange Act and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCO’s Blue Sky Placement Agent’ counsel has advised the Placement Agent, OPCO the Company and/or Issuer the Company that the Units Securities are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the UnitsSecurities. Furthermore, and will the Company shall file or cause to be filed a Notice of Sales of Securities on Form D with the SEC, SEC no later than 15 days after the commencement of the sale of Securities and shall promptly thereafter forward or cause to file all amendments with the SEC as may be forwarded required. Copies of the Form D and all amendments thereto shall be provided to the Placement Agent, any and all reports on Form D as are required. (d) Issuer The Company shall use best its commercially reasonable efforts to qualify the Units Securities for sale under the securities laws of such jurisdictions in the United such States as may be mutually agreed to by OPCO, Issuer the Company and the Placement Agent, and Issuer the Company will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer the Company will not be required to qualify as a foreign corporation in any jurisdiction or execute a take any action that would subject it to general consent to service of processprocess in any jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) Neither the Company nor any of its officers, directors or affiliates has taken or will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which caused or resulted in, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Company. (f) The Issuer Company shall place or cause to be placed a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants Securities that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units for the purposes substantially as described under the “Use of Proceeds” section of the Memorandum. Except as set forth in the Memorandum, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or IssuerPeriod, as applicable, the Company shall afford each prospective purchaser of Units Securities the reasonable opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer possesses such information or can acquire it without unreasonable expenseOffering. (h) Except with the prior written consent of Aegis, which consent shall not be unreasonably withheld, OPCO and Issuer shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandum, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the The Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or (vi) change its business or operations. (i) OPCO or the Issuer, as applicable, shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants Securities and will also pay OPCO’s and the IssuerCompany’s own expenses for accounting fees, legal fees and other costs involved with the Offering (provided that OPCO shall not be responsible for Offering. In addition, the Company will pay all reasonable filing fees, costs and legal fees of Issuer for Blue Sky services and related filings and reasonable expenses with respect to Blue Sky qualifications, if any. Further, upon the period prior reasonable determination by the Placement Agent that a FINRA Rule 2710 filing is required in connection with the registration statement relating to the First Closing other than resale of the $25,000 previously paid Shares and the Warrant Shares, the Company will pay all filing fees, costs and reasonable legal fees in connection with such filing to be prepared by the Placement Agent’s counsel). OPCO will provide at its own expense such quantities of the Memorandum and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCO’s counsel, on behalf of the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating to the Offering and will distribute one such binder to each of the Placement Agent and its ’ counsel. (ji) Until the earlier of the first to occur of the Closing and the Termination Date or Date, without the Final Closingprior written consent of the Placement Agent, neither OPCO nor Issuer the Company nor any person or entity acting on such persons’ its behalf will negotiate with any other placement agent or underwriter with respect to a private or public offering of such entitythe Company’s debt or equity securities. Neither OPCO nor Issuer nor anyone acting on such persons’ behalf will, until the earlier of the Termination Date or the Final Closing, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units from, or otherwise approach or negotiate in respect thereof with, any other person.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon with the prior written notice to consent of the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which that would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO Material Adverse Effect does or (ii) an Issuer Material Adverse Effect, either of which may materially affect the Company or as a result of which it becomes might become necessary to amend or supplement the Memorandum so that the representations and warranties herein remain true and correct in all material respectstrue, or in case it shall shall, in the reasonable opinion of counsel to the Placement Agent, be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time time, whether before or after the Final Closing Closing, prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or to which the Placement Agent or its counsel will have objected in writing or orally (confirmed in writing within 24 hours), or which is not in compliance in all material respects with the Act Act, the Regulations and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of the qualification or registration of the Units for offering or the suspension of any exemption for such qualification or registration thereof of the Units for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable its best efforts to prevent the issuance of any such order order, judgment or decree, and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Regulations, the Securities and Exchange Act of 1934, as amended (the "1934 ACT"), and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCO’s the Placement Agent's Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer Agent that the Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer The Company shall use its reasonable best efforts to qualify the Units for sale (or seek exemption therefrom) under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCOthe Placement Agent shall designate, Issuer and the Placement Agent, and Issuer Company will (through Blue Sky counsel) make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with request. The Company shall not, however, in either case, be required to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect to the Offeringof doing business in any jurisdiction in which it is not otherwise so subject. (e) The Issuer Company shall place a legend on the certificates representing the Shares, the Preferred Shares, Notes and the Conversion Shares, the Exchange Warrants and the Agent Warrants Shares issued to subscribers stating that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units to fund its working capital requirements and/or for the such other purposes substantially as shall be specifically described under the “Use of Proceeds” section of the Memorandum. Except as set forth "USE OF PROCEEDS" in the Memorandum, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or IssuerPeriod, as applicablethe Company shall make available for review by prospective purchasers of the Units during normal business hours at the Company's offices, upon their request, copies of the Company Agreements to the extent that such disclosure shall not violate any obligation on the part of the Company to maintain the confidentiality thereof and shall afford each prospective purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer it possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegisthe Placement Agent or as set forth in the Memorandum with respect to the Merger, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business, including, without limitation, the incurrence of material indebtedness, materially change its business or operations as shall be described in the Memorandum, (ii) or issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights right to acquire any such securities; provided that the Company securities except as shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in contemplated by the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or (vi) change its business or operations. (i) OPCO Until the earlier of (A) the five-year anniversary of the Final Closing or (B) a Liquidity Event (as defined below), the IssuerCompany shall, unless otherwise required by applicable securities laws, (i) deliver to the Placement Agent and the Company's stockholders annual audited financial statements prepared in accordance with GAAP setting forth fairly the financial position of the Company, (ii) deliver to the Placement Agent semi-annual unaudited financial statements including both a balance sheet and statement of income prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated except as applicablemay be disclosed in the notes thereto, shall and except that the unaudited financial statements omit full notes, and except for normal year end adjustments, (iii) deliver to the Company's stockholders a quarterly report, reviewed by the Placement Agent, of the progress and status of the Company and an annual report setting forth clearly the financial position of the Company, (iv) deliver to the Placement Agent a copy of a list of its stockholders as and when so requested, to extent the Company has such information is available or otherwise will take such action as is necessary to make such information available, and (v) deliver to the Placement Agent such additional information and documents concerning the business and financial condition and outlook of the Company as the Placement Agent may from time to time reasonably request. (j) Whether or not the transactions contemplated hereby are consummated, or this Agreement is terminated, the Company hereby agrees to pay all reasonable fees, costs and expenses incurred incident hereto and to the Offering, including, without limitation, those in connection with (i) preparing, distributing and binding the preparation Memorandum and printing of any and all necessary offering amendments and/or supplements thereto, fees for bound volumes and any and all agreements, contracts and other documents related hereto and instruments related to thereto; (ii) the Offering authorization, issuance, transfer and the issuance delivery of the Shares, the Preferred SharesNotes, the Conversion Shares, the Exchange Warrants Agent's Shares and the Agent's Warrants, including, without limitation, fees and expenses of any transfer agent or registrar; (iii) the fees and expenses of the Escrow Agent Warrants (subject to Section 4(b) hereof); (iv) all fees and will also pay OPCO’s expenses of legal, accounting and other advisers to the Issuer’s own expenses for accounting Company; (v) all reasonable filing fees, costs and legal fees and other costs involved expenses for Blue Sky services and related filings with the Offering (provided that OPCO respect to Blue Sky exemptions and qualifications, $12,500 of which shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel's counsel upon execution of this Agreement (for legal fees in connection with obtaining Blue Sky exemptions (the "BLUE SKY FEES"). OPCO will provide at its own ; and (vi) subject to Section 9 hereof, a nonaccountable expense such quantities of the Memorandum and other documents and instruments relating to the Offering as allowance ("PLACEMENT AGENT EXPENSES") incurred by the Placement Agent may reasonably request. All Blue Sky filings in connection with the Offering, including, without limitation, travel and related expenses and fees and expenses of legal, accounting and other advisers to this Offering shall be prepared by OPCO’s counsel, on behalf the Company equal to three (3%) percent of the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded to gross proceeds from the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating to the Offering and will distribute one such binder to each of the Placement Agent and its counselsubscriptions for Units sold. (jk) Until the earlier of the Termination Date or the Final ClosingDate, neither OPCO nor Issuer the Company nor any person or entity acting on such persons’ its behalf will negotiate or enter into any agreement with any other placement agent or underwriter with respect to a private or public offering of such entity’s the Company's or any subsidiary's debt or equity securities. The Company agrees that any such offering of the Company's securities, other than through the Placement Agent, in accordance with the terms and provisions of this Agreement, will terminate immediately upon the commencement of the Offering. Neither OPCO nor Issuer the Company nor anyone acting on such persons’ its behalf will, until the earlier of the Termination Date or the Final ClosingDate, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units or other securities of the Company from, or otherwise approach or negotiate in respect thereof with, any other person. (l) Until the earlier of the second anniversary of the Final Closing or a Liquidity Event (as defined below), except for the Company's option plan in effect as of the date hereof, the Company will not issue or sell any of its securities or grant any warrants, options or other rights to acquire its securities (except pursuant to any existing options, warrants and rights and option and similar plans as shall be described in the Memorandum) to any other person or entity without the Placement Agent's prior written consent, which shall not be unreasonably withheld. For the purposes of this Agreement, a "Liquidity Event" shall mean (A) the consummation of the IPO, (B) the Merger or (C) the consummation of any merger, consolidation or business combination of the Company with any other entity other than an Affiliate and pursuant to which (1) the Company is not the surviving entity or the shareholders of the Company immediately before such transaction own less than 50% of the voting power of the Company immediately after such transaction and (2) the shares of the surviving entity are publicly traded.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon with the prior written notice to consent of the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which that would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO Material Adverse Effect does or (ii) an Issuer Material Adverse Effect, either of which may reasonably be expected to materially affect the Company or as a result of which it becomes might become necessary to amend or supplement the Memorandum so that the representations and warranties herein and therein remain true and correct in all material respectstrue, or in case it shall shall, in the reasonable opinion of counsel to the Placement Agent, be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time time, whether before or after the Final Closing Closing, prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or to which the Placement Agent or its counsel will have objected in writing or orally (confirmed in writing within 24 hours), or which is not in compliance in all material respects with the Act Act, the Regulations and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of the qualification or registration of the Units for offering or the suspension of any exemption for such qualification or registration thereof of the Units for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable its best efforts to prevent the issuance of any such order order, judgment or decree, and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Regulations, the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOthe Placement Agent’s Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer Agent that the Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer The Company shall use its reasonable best efforts to qualify the Units for sale (or seek exemption therefrom) under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCOthe Placement Agent shall designate, Issuer and the Placement Agent, and Issuer Company will (through Blue Sky counsel) make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offeringrequest. (e) The Issuer Company shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants Securities issued to subscribers stating that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units to fund its working capital requirements and/or for the such other purposes substantially as shall be specifically described under the “Use of Proceeds” section of in the Memorandum. Except as set forth in the Memorandum, the Company The net proceeds shall not use be used to repay indebtedness to or pay bonuses or other extraordinary or deferred compensation to current executive officers or principal shareholders of the Company, or to repurchase or redeem any securities, except that it is hereby understood and agreed that up to $75,000 of subordinated debt may be paid from the net proceeds of the Offering to repay indebtedness to two individuals who are principal shareholders but who are not directors, officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders employees of the Company without the prior written consent of the Placement AgentCompany. (g) During the Offering Period OPCO or IssuerPeriod, as applicablethe Company shall make available for review by prospective purchasers of the Units during normal business hours at the Company’s offices, upon their request, copies of the Company Agreements to the extent that such disclosure shall not violate any obligation on the part of the Company to maintain the confidentiality thereof and shall afford each prospective purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer it possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegisthe Placement Agent or as set forth in the Memorandum with respect to the issuance of Units, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business, including, without limitation, the incurrence of material indebtedness (except for the substitution of a senior lender and loan facility under terms no less favorable than existing terms with the Company’s current lender upon the satisfaction of all liabilities and obligations owed to such current lender); materially change its business or operations as shall be described in the Memorandum, (ii) ; dispose of any material assets or make any material acquisition; or issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights right to acquire any such securities; provided that the Company , except as shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in contemplated by the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or (vi) change its business or operations. (i) OPCO Whether or not the Issuertransactions contemplated hereby are consummated, as applicableor this Agreement is terminated, shall the Company hereby agrees to pay all reasonable fees, costs and expenses incurred incident hereto and to the Offering, including, without limitation, those in connection with (i) preparing, distributing and binding the preparation Memorandum and printing of any and all necessary offering amendments and/or supplements thereto, fees for bound volumes and any and all agreements, contracts and other documents related hereto and instruments related to thereto; (ii) the Offering authorization, issuance, transfer and the issuance delivery of the Shares, the Preferred SharesWarrants, the Conversion Shares, the Exchange Warrants Agent’s Shares and the Agent’s Warrants, including, without limitation, fees and expenses of any transfer agent or registrar; (iii) the fees and expenses of the Escrow Agent Warrants (subject to Section 4(b) hereof); (iv) all fees and will also pay OPCO’s expenses of legal, accounting and other advisers to the Issuer’s own expenses for accounting Company; (v) all filing fees, costs and legal fees and other costs involved expenses for Blue Sky services and related filings with the Offering (provided that OPCO shall not be responsible for the respect to Blue Sky exemptions and qualifications, including legal fees of Issuer $3,000 for the period prior to the First Closing other than the first ten states and $25,000 previously 450 per state thereafter, $3,000 of which shall be paid to the Placement Agent’s counsel). OPCO will provide at its own expense such quantities counsel upon execution of this Agreement for legal fees in connection with obtaining Blue Sky exemptions, up to a maximum of $10,000 (the Memorandum and other documents and instruments relating to “Blue Sky Fees”) (notwithstanding the Offering as foregoing $10,000 cap on Blue Sky Fees, the Placement Agent may reasonably request. All shall in no way be responsible for any such filing fees, costs and legal fees and expenses for Blue Sky services and related filings with respect to Blue Sky exemptions and qualifications); and (vi) subject to Section 9 hereof, a nonaccountable expense allowance (“Placement Agent Expenses”) relating to expenses incurred by the Placement Agent in connection with the Offering (including, without limitation, travel and related to this Offering shall be prepared by OPCO’s counselexpenses and fees and expenses of legal, on behalf of the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded accounting and other advisers to the Placement Agent. Further) equal to 3% of aggregate gross purchase price of the Units sold, as promptly as practicable after to be deducted from the Final gross proceeds from the sale of Units at each Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating less a good faith advance of $20,000 to the Offering and will distribute one such binder cover up front expenses to each of be incurred by the Placement Agent and its counselwhich has been paid by the Company, receipt of which is hereby acknowledged by the Placement Agent. (j) Until the earlier of the Termination Date or the Final ClosingDate, neither OPCO nor Issuer the Company nor any person or entity acting on such persons’ its behalf will negotiate or enter into any agreement with any other placement agent or underwriter with respect to a private or public offering of such entitythe Company’s or any subsidiary’s debt or equity securities. Neither OPCO nor Issuer the Company nor anyone acting on such persons’ its behalf will, until the earlier of the Termination Date or the Final ClosingDate, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units or other securities of the Company from, or otherwise approach or negotiate in respect thereof with, any other person. (k) At each Closing Date, (i) the independent auditors for the Company shall have provided a “comfort letter” concerning the Company’s financial statements in the form customarily provided by Xxxxx & Xxxxx, LLP in connection with securities offerings by its audit clients and (ii) the chief executive officer and chief financial officer of the Company shall have provided representations and warranties relating to the Company’s most recent quarterly and year-to-date unaudited financial statements and internal financial controls, similar to those to be included in the Company’s 2002 annual report on Form 10-KSB under the 1934 Act, and as required by the Xxxxxxxx-Xxxxx Act of 2002. (l) The Company shall use its best efforts to file a Registration Statement on Form SB-2 or another appropriate registration document under the Securities Act of 1933, as amended, for resale of the shares of Common Stock included in the Units, and the Common Stock underlying the Warrants and the Placement Agent Warrants, as soon as possible following the Final Closing, and in any event, not later than 30 days following the Final Closing. The Company shall use its best efforts to cause the effectiveness of such Registration Statement on or before ninety (90) days after the Final Closing. If the Registration Statement has not been filed within the said 30-day period or does not become effective on or before 90 days after the Final Closing (120 days in the event of a “full review” by the SEC), the Company shall pay to each investor an amount in cash, as liquidated damages and not as a penalty, equal to 1.0% per month of the subscription amount paid by such investor for the Units until the filing or effectiveness of the Registration Statement, as applicable. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to each investor, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a pro-rata basis for any portion of a month prior to the filing or effectiveness of the Registration Statement, as applicable.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO a Company Material Adverse Effect or (ii) an Issuer Material Adverse Effect, either of which as a result it becomes necessary to amend or supplement the Memorandum Subscription Documents so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum Subscription Documents to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum Subscription Documents of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the MemorandumSubscription Documents, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Exchange Act and Act, the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOthe Company’s Blue Sky counsel has advised the Placement Agent, OPCO Agent and/or Issuer the Company that the Units Bridge Notes are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the UnitsBridge Notes, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. The Company will pay the attorney’s fee and out of pocket expenses related to the filings for registrations of sale or exemption from such qualifications with any state securities commissions and any other regulatory agencies. Such fees will be paid at the time of invoicing, or at the time of Closing, if known, and if not yet invoiced, funds will remain in escrow to cover the estimated invoice. The Company will pay the invoice or authorize release of the funds from escrow within five (5) days of receipt of invoice. (d) Issuer The Company, at its own cost and expense, shall use best efforts to qualify the Units Bridge Notes for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer the Company and the Placement Agent, and Issuer the Company will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer the Company will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer Company shall place a legend on the certificates representing the Bridge Notes, Unit Shares, the Preferred Unit Warrant Shares, the Conversion SharesPlacement Agent Warrants, the Exchange Warrants and the Placement Agent Warrants Warrant Shares that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units Bridge Notes for the purposes substantially as described under set forth in the “Use of Proceeds” section of the MemorandumSubscription Documents. Except as set forth in the MemorandumSubscription Documents, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or IssuerPeriod, as applicable, the Company shall afford each prospective purchaser of Units Bridge Notes the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum Subscription Documents to the extent OPCO or Issuer the Company possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegisthe Placement Agent, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum Subscription Documents (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the MemorandumSubscription Documents, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any material acquisition or (vi) change its business or operationsoperations in any material respect. (i) OPCO Whether or not the Issuertransactions contemplated hereby are consummated, as applicableor this Agreement is terminated, the Company shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Bridge Notes, Unit Shares, the Preferred Unit Warrants, Unit Warrant Shares, the Conversion Shares, the Exchange Placement Agent Warrants and the Placement Agent Warrants Warrant Shares and will also pay OPCOfor the Company’s and the Issuer’s own expenses for accounting fees, legal fees fees, printing costs, and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel)Offering. OPCO The Company will provide at its own expense such quantities of the Memorandum Subscription Documents and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All The Company will pay at its own expense in connection with the creation, authorization, issuance, transfer and delivery of the Bridge Notes, including, without limitation, fees and expenses of any transfer agent or registrar; the fees and expenses of the Escrow Agent; all fees and expenses of legal, accounting and other advisers to the Company; the registration or qualification of the Bridge Notes for offer and sale under the securities or Blue Sky filings related to this Offering shall be prepared by OPCO’s counsellaws of such jurisdictions, on behalf payable within five (5) days of the Issuerbeing invoiced. The Company will pay all such amounts, unless previously paid, at OPCO’s expensethe First Closing, with copies of all filings or, if there is no Closing, within ten (10) days after written request therefor following the Termination Date. In addition to be promptly forwarded any fees payable to the Placement Agent hereunder, the Company hereby agrees to pay the Placement Agent’s legal counsel fees and legal out of pocket expenses related to the Bridge Note Offering in an aggregate amount equal to the lesser of (i)Ten Thousand Dollars ($10,000) or (ii)1% of the aggregate Purchase Price paid for Bridge Notes sold in the Offering (the “Placement Agent Counsel Fee”), a proportionate amount of which will be paid from the escrow account at the time of each Closing and as a condition to Closing . Further, This reimbursement obligation is in addition to the reimbursement of fees and expenses relating to attendance by the Placement Agent at proceedings or to indemnification and contribution as promptly as practicable after contemplated elsewhere in this agreement. In the Final Closingevent either Placement Agent’s personnel must attend or participate in judicial or other proceedings to which we are not a party relating to the subject matter of this agreement, the Company shall preparepay such Placement Agent an additional per diem payment, per person, at our customary rates, together with reimbursement of all out-of-pocket expenses and disbursements, including reasonable attorneys’ fees and disbursements incurred by it in respect of its own expense, velobound “closing binders” relating to the Offering preparation for and will distribute one participation in such binder to each of the Placement Agent and its counselproceedings. (j) Until On each Closing Date, the earlier Company permits the Placement Agent to rely on any representations and warranties made by the Company to the investors and will cause its counsel to permit the Placement Agent to rely upon any opinion furnished to the investors in the Offering. (k) The Company will comply with all of its obligations and covenants set forth in its agreements with the investors in the Offering. If not filed on XXXXX, the Company will promptly deliver to the Placement Agent and their counsel copies of any and all filings with the SEC and each amendment or supplement thereto, as well as all prospectuses and free writing prospectuses, prior to the closing of the Termination Date or the Final Closing, neither OPCO nor Issuer nor any person or entity acting Offering and six months thereafter. The Placement Agent is authorized on such persons’ behalf will negotiate with any other placement agent or underwriter with respect to a private offering of such entity’s debt or equity securities. Neither OPCO nor Issuer nor anyone acting on such persons’ behalf will, until the earlier of the Termination Date or Company to use and distribute copies of any Subscription Documents, including Company’s SEC Filings in connection with the Final Closingsale of the Bridge Notes as, and to the extent, permitted by federal and applicable state securities laws. The Company acknowledges and agrees that the Placement Agent will be relying, without assuming responsibility for independent verification, on the prior written consent accuracy and completeness of all financial and other information that is and will be furnished to them by the Placement Agent, offer Company and the Company will be liable for sale to, any material misstatements or solicit offers to subscribe for Units from, or otherwise approach or negotiate in respect thereof with, any other personomissions contained therein.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon with the prior written notice to the Placement AgentSelected Dealer, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO Material Adverse Effect which materially affects the Company or (ii) an Issuer Material Adverse Effect, either of which as a result of which it becomes necessary to amend or supplement the Memorandum so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent Selected Dealer and shall, at its sole cost, prepare and furnish to the Placement Agent Selected Dealer copies of appropriate amendments and/or supplements in such quantities as the Placement Agent Selected Dealer may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time before the Final Closing Closing, prepare or use any amendment or supplement to the Memorandum of which the Placement Agent Selected Dealer will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent Selected Dealer and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of the qualification or registration of the Common Stock, Warrant Shares and/or Selected Dealer Warrant Shares or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable its best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Exchange Act and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCO’s Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer that the Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement AgentSelected Dealer, any and all reports on Form D as are required. (d) Issuer The Company shall use best commercially reasonable efforts to qualify the Units Common Stock, the Warrant Shares and the Selected Dealer's Warrant Shares for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer the Company and the Placement AgentSelected Dealer, and Issuer the Company will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer the Company will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent Selected Dealer may reasonably request with respect to the Offering. (e) The Issuer Company shall place a legend on the certificates representing the Common Stock, the Warrants, the Warrant Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants Selected Dealer Warrant and the Agent Warrants Selected Dealer Warrant Shares that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units for in the purposes substantially as described under the “Use of Proceeds” section of manner set forth in the Memorandum. Except . (g) During the Offering Period and as set forth in the Memorandum, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or Issuer, as applicable, shall afford each prospective purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer it possesses such information or can acquire it without unreasonable expense. (h) The Company will be responsible for all printing costs and expenses in connection with furnishing Selected Dealer with such quantities of the Memorandum and other documents and instruments relating to the Offering as the Selected Dealer may reasonably request. In addition, the Company will pay all reasonable filing fees, costs and legal fees for all Blue Sky services and related filings and expenses of counsel of which $6,000 ($2,500 on account of legal fees and expenses and $3,500 on account of filings fees), shall be paid prior to the printing of the Memorandum. Any unused filing fees shall be promptly returned to the Company after the Final Closing. The state Blue Sky filings shall be prepared by the Selected Dealer's Blue Sky counsel and all Blue Sky filing fees shall be paid by the Company prior to any filing. The Company's counsel shall be responsible for the preparation of and the filing of the federal Form D. Further, as promptly as practicable after the Closing, the Company shall prepare, at its own expense, velobound "closing binders" relating to the Offering and will distribute such binders up to a maximum of four (4) binders to the individuals designated by counsel to the Selected Dealer. (i) Except with the prior written consent of Aegisthe Selected Dealer, which consent shall not to be unreasonably withheldwithheld or delayed, OPCO and Issuer except as contemplated by the Memorandum, the Company shall not, at any time prior to the earlier of the Final Closing or the Termination DateClosing, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandum, (ii) or issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that securities except as contemplated by the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees Memorandum or outside of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, business incur any material indebtedness, (iv) indebtedness in excess of $200,000 or dispose of any material assets, (v) assets or make any material acquisition or (vi) change in its business or operations. (i) OPCO or the Issuer, as applicable, shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants and will also pay OPCO’s and the Issuer’s own expenses for accounting fees, legal fees and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel). OPCO will provide at its own expense such quantities of the Memorandum and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCO’s counsel, on behalf of the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating to the Offering and will distribute one such binder to each of the Placement Agent and its counsel. (j) Until the earlier of the Termination Date or the Final ClosingDate, neither OPCO nor Issuer the Company nor any person or entity acting on such persons’ its behalf will negotiate with any other placement agent Selected Dealer or underwriter with respect to a private or public offering of such entity’s the Company's or any subsidiary's debt or equity securities. Neither OPCO nor Issuer the Company nor anyone acting on such persons’ its behalf will, until the earlier of the Termination Date or the Final ClosingDate, without the prior written consent of the Placement AgentSelected Dealer, offer for sale to, or solicit offers to subscribe for Units Shares from, or otherwise approach or negotiate in respect thereof with, any other person. (k) In the event that Selected Dealer introduces the Company to a party or entity (excluding, however, any third parties in which the Company can demonstrate a preexisting relationship) ("SBIL Introduced Party") and as a result of such introduction, a Financing Transaction is consummated within one year following the final closing of the Offering or the termination of this Agreement ("Tail Period"), the Company shall pay Selected Dealer upon the consummation of such Financing Transaction a "tail" fee equal to five percent (5%) of the gross proceeds raised in such transaction. SBIL shall deliver a list setting forth the names of all SBIL Introduced Parties within 15 business days of termination or expiration of this Agreement for purposes of the "tail" provisions as described in this section. For purposes hereunder the term "Financing Transaction" means a private placement, public offering, syndication or other sale of equity or debt securities of the Company or other on-balance or off-balance sheet corporate finance transaction of the Company.

Further Covenants. OPCO Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shall, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes as a result of which, in the reasonable judgment of Company or Brookline (or counsel thereto), (i) an OPCO Material Adverse Effect the Offering Documents would include any untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) an Issuer Material Adverse Effect, either of which as a result it becomes would be necessary to amend or supplement the Memorandum Offering Documents so that the representations and warranties herein remain true and correct in all material respects, respects or in case it shall be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, either OPCO Company or IssuerBrookline, as applicable, will promptly notify the Placement Agent other party and Company shall, at its sole cost, prepare and furnish to the Placement Agent Brookline copies of appropriate amendments and/or supplements in such quantities as the Placement Agent Brookline may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer Company will not at any time time, whether before or after the Final Closing Closing, prepare or use any amendment or supplement to the Memorandum Offering Documents of which the Placement Agent Brookline will not previously have been advised and furnished with a copy, or to which Brookline or its counsel will have reasonably objected in writing or orally (confirmed in writing within 24 hours), or which is not in compliance in all material respects with the Act Act, the Regulations and other applicable securities laws, rules and regulations. As soon as OPCO or Issuer Company is advised thereof, OPCO or Issuer, as applicable, Company will advise the Placement Agent Brookline and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the MemorandumOffering Documents, or the suspension of the qualification or registration of the Securities or shares of common stock of Company underlying the Securities for offering or the suspension of any exemption for such qualification or registration thereof of the Securities underlying the Securities for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, Company will use their its commercially reasonable best efforts to prevent the issuance of any such order order, judgment or decree and, if issued, to endeavor to obtain as soon as reasonably possible the lifting thereof. (cb) OPCO and Issuer Company shall comply with the Act, the Exchange Act Regulations, the 1934 Act, and the rules and regulations thereunder, all applicable federal, state and foreign securities laws and the rules and regulations thereunder in the states in which OPCOthe Securities are to be offered and in which Company’s Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer Brookline that the Units Securities are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the UnitsSecurities, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement AgentBrookline, any and all reports on Form D and other securities filings as are required. Company shall take all reasonable steps to assist Brookline in complying with FINRA Rule 5123 and Regulation M, provided that compliance with FINRA Rule 5123 and Regulation M shall be Brookline’s responsibility. (dc) Issuer Company shall use its reasonable best efforts to qualify the Units Securities for sale (or seek exemption therefrom) under the state securities or Blue Sky laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer Company and the Placement AgentBrookline, and Issuer Company will (through its counsel) make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer will in no event shall Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now subject, and provided further that Company shall not be required to qualify as a foreign corporation in produce any jurisdiction or execute a general consent to service of processnew disclosure document other than the Memorandum. Issuer Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent Brookline may reasonably request with respect to the Offeringrequest. (ed) The Issuer To the extent required by applicable law or its governance documents, Company shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants Securities issued to investors stating that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, laws and setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (fe) The Company shall apply the net proceeds from the sale of the Units Securities for the purposes substantially as described under the “Use of Proceeds” section of the Memorandum. Except as set forth in the Memorandum, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or Issuer, as applicable, shall afford each prospective purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegis, which consent shall not be unreasonably withheld, OPCO and Issuer shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandum. (f) Whether or not the transactions contemplated hereby are consummated, or this Agreement is terminated, as partial consideration to Brookline for the performance of its services hereunder, Company hereby agrees to pay all reasonable fees, costs and expenses incident hereto and to the Offering, including, without limitation, those in connection with: (i) preparing, printing, duplicating, filing, distributing and binding the Memorandum and any and all amendments and/or supplements thereto and any and all agreements, contracts and other documents related hereto and thereto; (ii) issuethe creation, agree authorization, issuance, transfer and delivery of the Securities, including, without limitation, fees and expenses of any transfer agent or registrar; (iii) all fees and expenses of legal, accounting and other advisers to issue Company; (iv) the registration, qualification or set aside exemption of the Securities for issuance any offer and sale under the securities or Blue Sky laws of such jurisdictions pursuant to Section 6(c); (debt or equityv) or any rights to acquire any such securitiesthe fees and expenses of the Escrow Agent; provided that (vi) all reasonable travel, long-distance telephone call, photocopying, courier and related other out-of-pocket expenses incurred by Brookline in connection with this Agreement, including the Company reasonable fees and expenses of Brookline’s counsel, all of which fees, costs and expenses shall be permitted reasonably documented by Brookline in an invoice submitted by Brookline to issue stock options and/or restricted stock units Company; provided, however, that in no event shall Company be obligated to officers, directors pay any fees and employees of the Company as expenses described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, this clause (vi) in its sole discretion, a number excess of stock options and/or restricted units $35,000 in the aggregate without Company’s written consent; provided, further, that the foregoing limitation on fees and expenses shall in an amount no way affect the obligations of up to 15% of the fully diluted outstanding shares of the Issuer pursuant Company with respect to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or indemnification provisions set forth in Section 9. All fees and expenses described in this clause (vi) change its business or operations. (i) OPCO or the Issuer, as applicable, shall pay all reasonable expenses incurred in connection with the preparation and printing be payable to Brookline by Company within 30 days after Company’s receipt of all necessary offering documents and instruments related an invoice from Brookline from time to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants and will also pay OPCO’s and the Issuer’s own expenses time for accounting fees, legal such for such fees and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel). OPCO will provide at its own expense such quantities of the Memorandum and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCO’s counsel, on behalf of the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating to the Offering and will distribute one such binder to each of the Placement Agent and its counselexpenses. (j) Until the earlier of the Termination Date or the Final Closing, neither OPCO nor Issuer nor any person or entity acting on such persons’ behalf will negotiate with any other placement agent or underwriter with respect to a private offering of such entity’s debt or equity securities. Neither OPCO nor Issuer nor anyone acting on such persons’ behalf will, until the earlier of the Termination Date or the Final Closing, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units from, or otherwise approach or negotiate in respect thereof with, any other person.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon with the prior written notice to consent of the Placement AgentAgent (which consent shall not be unreasonably withheld), neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final ClosingClosing Date, knowingly take any action which that would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closingclosing of this Offering, any event shall occur that causes (i) an OPCO Material Adverse Effect does or (ii) an Issuer Material Adverse Effect, either of which may materially affect the Company or as a result of which it becomes might become necessary to amend or supplement the Memorandum so that the representations and warranties herein remain true and correct in all material respectstrue, or in case it shall shall, in the reasonable opinion of counsel to the Placement Agent, be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable federal or state securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time time, whether before or after the Final Closing closing of this Offering, prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or to which the Placement Agent or its counsel will have reasonably objected in writing or orally (confirmed in writing within 24 hours), or which is not in compliance in all material respects with the Act Act, the Regulations and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of the qualification or registration of the Units or the Securities for offering or the suspension of any exemption for such qualification or registration thereof of the Units or the Securities for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable its best efforts to prevent the issuance of any such order order, judgment or decree, and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO The Company, at its own cost and Issuer expense, shall comply with the Act, the Regulations, the Securities and Exchange Act of 1934, as amended (the “1934 Act”), and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOthe Units are to be offered and in which the Company’s Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer Agent that the Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer The Company, at its own cost and expense, shall use its reasonable best efforts to qualify the Units for sale (or seek exemption therefrom) under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer the Company and the Placement Agent, and Issuer the Company will (through Blue Sky counsel) make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offeringrequest. (e) The Issuer Company shall place a legend on the certificates representing any of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants Securities stating that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, laws and setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. The Company shall cause Pubco to place a similar legend on all certificates evidencing shares of Common Stock and warrants issued in the Merger as well as any shares of Common Stock issuable upon exercise of the Pubco warrants issued in the Merger. (f) The Company shall apply the net proceeds from the sale of the Units for the such purposes substantially as are described under the “Use of Proceeds” section of in the Memorandum. Except as shall be specifically set forth in the MemorandumMemorandum or as approved by the Board of Directors of the Company, the Company shall not use any of the net proceeds of the Offering shall not be used to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business)officers, directors or stockholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or IssuerPeriod, as applicablethe Company shall make available for review by prospective purchasers of Units in the Offering during normal business hours at the Company’s offices, upon their request, copies of the Company Agreements to the extent that such disclosure shall not violate any obligation on the part of the Company to maintain the confidentiality thereof and shall afford each prospective purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer it possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegis, the Placement Agent (which consent shall not be unreasonably withheld) or as set forth in the Memorandum, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing Date or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business, including without limitation the incurrence of material indebtedness, materially change its business or operations as described in the Memorandum, (ii) or issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company securities except as shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in contemplated by the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or (vi) change its business or operations. (i) OPCO Whether or not the Issuertransactions contemplated hereby are consummated, as applicableor this Agreement is terminated, shall the Company hereby agrees to pay all reasonable fees, costs and expenses incurred incident hereto and to the Offering, including, without limitation, those in connection with (i) preparing, printing, duplicating, filing, distributing and binding the preparation Memorandum and printing any and all amendments and/or supplements thereto and any and all agreements, contracts and other documents related hereto and thereto; (ii) the creation, authorization, issuance, transfer and delivery of any of the Securities as well as any shares of Common Stock and Pubco warrants issued in the Merger and any shares of Common Stock issuable upon exercise of the Pubco warrants issued in the Merger, including, without limitation, fees and expenses of any transfer agent or registrar; (iii) the fees and expenses of the Escrow Agent (subject to Section 4(b) hereof); (iv) the formation, organization and qualification of one or more investment vehicles for the purchasers of the Units; (v) all necessary offering documents fees and instruments related expenses of legal, accounting and other advisers to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants and will also pay OPCO’s and the Issuer’s own expenses for accounting Company; (vi) all filing fees, costs and legal fees and other costs involved expenses for Blue Sky services and related filings with respect to Blue Sky exemptions and qualifications (the “Blue Sky Fees”); and (vii) subject to Section 8 hereof, a non-accountable expense allowance equal to $100,000, which amount may be increased with the Offering (provided that OPCO prior written approval of the Company, shall not be responsible for deducted from the gross proceeds of the Units sold at the closing of the offering, to cover, without limitation, the legal fees fees, mailing, telephone, travel, due diligence and similar expenses of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel). OPCO will provide at its own expense such quantities of the Memorandum and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCO’s counsel, on behalf of the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating to the Offering and will distribute one such binder to each of the Placement Agent and its counsel. (j) Until the earlier of the Termination Closing Date or the Final ClosingTermination Date, neither OPCO nor Issuer the Company nor any person or entity acting on such persons’ its behalf will negotiate or enter into any agreement with any other placement agent or underwriter with respect to a private or public offering of such entitythe Company’s or any subsidiary’s debt or equity securities. Neither OPCO nor Issuer the Company nor anyone acting on such persons’ its behalf will, until the earlier of the Termination Closing Date or the Final ClosingTermination Date, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units or other securities of the Company from, or otherwise approach or negotiate in respect thereof with, any other person. (k) Until the earlier of (x) the Expiration Date (if applicable) or (y) the fifth anniversary of the Closing Date, in the event that no employee of the Placement Agent is a member of the Board of Directors of the Company, then the Placement Agent shall be entitled to appoint one observer to attend meetings of the Board of Directors (subject to exclusion with respect to any matter in which it would present, in the reasonable opinion of the Board of Directors, a conflict of interest for such observer to participate in a Board of Directors discussion with respect to such matter). (l) Placement Agent shall be entitled to a placement agent’s fee and warrants, calculated pursuant to the terms set forth in Sections 3(d) and 3(e) above with respect to any subsequent public or private offering or other financing or capital-raising transaction of any kind (“Subsequent Financing”) to the extent that such financing or capital is provided to the Company, or to any Affiliate of the Company, by investors whom Placement Agent had “introduced” (as defined below), directly or indirectly, to the Company if such Subsequent Financing is consummated at any time within the 18-month period following the Termination Date or the Closing Date, if an Offering is consummated (the “Tail Period”). A party “introduced” by Placement Agent shall mean an investor who either (i) met with the Company and/or had a conversation with the Company either in person or via telephone regarding the Offering, (ii) was provided by Placement Agent with a copy of the Memorandum based upon such investor expressing an interest, directly or indirectly, to Placement Agent in investing in the Offering, or (iii) purchased Units; and, in each instance as listed on an exhibit that Placement Agent shall provide in written form at the closing of the Offering, if an Offering is consummated, or within ten (10) business days following the termination of the Offering. An “Affiliate” of an entity shall mean any individual or entity controlling, controlled by or under common control with such entity and any officer, director, employee, stockholder, partner, member or agent of such entity. Pubco is an Affiliate.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon with the prior written notice to consent of the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which that would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO Material Adverse Effect does or (ii) an Issuer Material Adverse Effect, either of which may materially affect the Company or as a result of which it becomes might become necessary to amend or supplement the Memorandum so that the representations and warranties herein and therein remain true and correct in all material respectstrue, or in case it shall shall, in the reasonable opinion of counsel to the Placement Agent, be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time time, whether before or after the Final Closing Closing, prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or to which the Placement Agent or its counsel will have objected in writing or orally (confirmed in writing within 24 hours), or which is not in compliance in all material respects with the Act Act, the Regulations and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of the qualification or registration of the Units for offering or the suspension of any exemption for such qualification or registration thereof of the Units for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable its best efforts to prevent the issuance of any such order order, judgment or decree, and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Regulations, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCO’s the Placement Agent's Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer Agent that the Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer The Company shall use its reasonable best efforts to qualify the Units for sale (or seek exemption therefrom) under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCOthe Placement Agent shall designate, Issuer and the Placement Agent, and Issuer Company will (through Blue Sky counsel) make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with request. The Company shall not, however, in either case, be required to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect to the Offeringof doing business in any jurisdiction in which it is not otherwise subject. (e) The Issuer Company shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants Securities issued to subscribers stating that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units to fund its working capital requirements and/or for the such other purposes substantially as shall be specifically described under the “"Use of Proceeds” section of " in the Memorandum. Except as set forth in the Memorandum, the Company The net proceeds shall not use any of the net proceeds of the Offering be used to repay indebtedness to current executive officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders principal shareholders of the Company without the prior written consent of the Placement AgentCompany, or to repurchase or redeem any securities. (g) During the Offering Period OPCO Period, the Company shall make available for review by prospective purchasers of the Units during normal business hours at the Company's offices, upon their request, copies of the Company Agreements to the extent that such disclosure shall not violate any applicable law or Issuer, as applicable, any obligation on the part of the Company to maintain the confidentiality thereof and shall afford each prospective purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer it possesses such information or can acquire it without unreasonable expenseexpense and to the extent in compliance with applicable law. (h) Except with the prior written consent of Aegisthe Placement Agent or as set forth in the Memorandum with respect to the issuance of Units, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business, including, without limitation, the incurrence of material indebtedness; materially change its business or operations as shall be described in the Memorandum, (ii) ; dispose of any material assets or make any material acquisition; or issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights right to acquire any such securities; provided that the Company , except as shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in contemplated by the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or (vi) change its business or operations. (i) OPCO Whether or not the Issuertransactions contemplated hereby are consummated, as applicableor this Agreement is terminated, shall the Company hereby agrees to pay all reasonable fees, costs and expenses incurred incident hereto and to the Offering, including, without limitation, those in connection with (i) preparing, distributing and binding the preparation Memorandum and printing of any and all necessary offering amendments and/or supplements thereto, fees for bound volumes and any and all agreements, contracts and other documents related hereto and instruments related to thereto; (ii) the Offering authorization, issuance, transfer and the issuance delivery of the Shares, the Preferred SharesWarrants, the Conversion Shares, the Exchange Warrants Agent's Securities and the Agent's Warrants, including, without limitation, fees and expenses of any transfer agent or registrar; (iii) the fees and expenses of the Escrow Agent Warrants (subject to Section 4(b) hereof); (iv) all reasonable fees and will also pay OPCO’s expenses of legal, accounting and other advisers to the Issuer’s own expenses for accounting Company; (v) all filing fees, costs and legal fees and other costs involved expenses for Blue Sky services and related filings with the Offering (provided that OPCO shall not be responsible for the respect to Blue Sky exemptions and qualifications, including legal fees of Issuer $3,000 for the period prior to the First Closing other than the first ten states and $25,000 previously 450 per state thereafter, $3,000 of which shall be paid to the Placement Agent’s counsel's counsel upon the First Closing for legal fees in connection with obtaining Blue Sky exemptions (the "Blue Sky Fees"). OPCO will provide at its own ; and (vi) subject to Section 9 hereof, a nonaccountable expense such quantities of the Memorandum and other documents and instruments allowance ("Placement Agent Expenses") relating to the Offering as expenses incurred by the Placement Agent may reasonably request. All Blue Sky filings in connection with the Offering (including, without limitation, travel and related to this Offering shall be prepared by OPCO’s counselexpenses and fees and expenses of legal, on behalf of the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded accounting and other advisers to the Placement Agent) equal to three (3%) percent of the gross proceeds from the sale of Units. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating A good faith advance of $20,000 to the Offering and will distribute one such binder cover up front expenses to each of be incurred by the Placement Agent and its counselhas been paid by the Company. Such amount shall be credited at the First Closing against the 3% nonaccountable expense allowance. (j) Until the earlier of the Termination Date or the Final ClosingDate, neither OPCO nor Issuer the Company nor any person or entity acting on such persons’ its behalf will negotiate or enter into any agreement with any other placement agent or underwriter with respect to a private or public offering of such entity’s the Company's or any subsidiary's debt or equity securities. Neither OPCO nor Issuer the Company nor anyone acting on such persons’ its behalf will, until the earlier of the Termination Date or the Final ClosingDate, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units or other securities of the Company from, or otherwise approach or negotiate in respect thereof with, any other person. (k) At each Closing Date, (i) the independent auditors for the Company shall have provided a "comfort letter" concerning the Company's financial statements in the form customarily provided by Xxxxxxx Xxxxx & Company in connection with securities offerings by its audit clients and (ii) the chief executive officer, president and chief financial officer of the Company shall have provided representations and warranties relating to the Company's most recent quarterly and year-to-date unaudited financial statements and internal financial controls, similar to those to be included in the Company's 2002 annual report on Form 10-KSB under the 1934 Act, and as required by the Xxxxxxxx-Xxxxx Act of 2002. (l) The Company hereby agrees to cooperate with Xxxxxxx Xxxxx in exploring strategic options, including, but not limited to investments, mergers and acquisitions (but with no obligation to effect such a transaction). (m) The Company and each of Xxxxxx Xxxxxx and Xxxxxx Xxxx (the "Officers") hereby agree that if the Company fails to achieve at least $1.00 (one dollar) of earnings before interest, taxes, depreciation and amortization ("EBITDA") in at least one fiscal quarter (the "Relevant Quarter") ending prior to January 1, 2004 (the said $1.00 of EBITDA is herein referred to as the "Earnings Milestone"), the Officers shall, irrespective of anything contained in the Officer's employment agreements with the Company (i) not be entitled to any bonus for 2003 and (ii) their 2004 base salaries shall be reduced by 50% from the levels in effect as of the date of this Agreement. The Company's achievement of the Earnings Milestone shall be evidenced by a certificate from the Company's chief executive officer and chief financial officer based on the Company's regularly prepared financial statements for the Relevant Quarter as reviewed by Company's independent auditors and such certificate and financial statements shall be submitted to Xxxxxxx Xxxxx and the investors in the Offering within sixty (60) days of the end of the Relevant Quarter. The effective date of the Earnings Milestone shall be extended by three months if the Company consummates an acquisition of an unaffiliated company prior to December 31, 2003 with an aggregate transaction value equal to at least $1,000,000. (n) The Company hereby agrees to use commercially reasonable best efforts to file a registration statement on Form SB-2 or other appropriate registration document under the Act for resale of the Shares, the Conversion Shares and the shares underlying the Placement Agent Warrants, as soon as practicable, but not later than forty five (45) days following the Final Closing. The Company shall use commercially reasonable best efforts to cause the effectiveness of such registration statement on or before 90 days following the filing date of such registration statement. If the registration statement has not been filed within the said 45 day period, or does not become effective on or before 90 days after the earlier of its filing and the end of such 45 day period, the Company shall pay to each investor in the Offering as liquidated damages, an amount in cash equal to 0.5% of the aggregate purchase price paid by such investor in the Offering per week, until such registration statement has been filed or has been declared effective, as applicable. The liquidated damages shall be paid to the said investors within 10 days after the first 30 days that such amounts become applicable and at the end of each 30 days thereafter until the applicable date of when the registration statement is filed or becomes effective. The 45 day and 90 day periods referred to in this paragraph shall be extended by the period of any delay in the filing or effectiveness of the registration statement necessitated by the occurrence of one or more significant transactions or events affecting the Company (e.g., an acquisition or significant commercial transaction or event outside the control of the Company that causes the filing or effectiveness of the registration statement to be seriously detrimental to the Company or its stockholders), which require the Company to alter disclosure or defer the effectiveness of the Registration Statement in order to comply with applicable securities laws, but in no event shall any such delay exceed 60 days in any event.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO a Company Material Adverse Effect or (ii) an Issuer Material Adverse Effect, either of which as a result it becomes necessary to amend or supplement the Memorandum Subscription Documents so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum Subscription Documents to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum Subscription Documents of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the MemorandumSubscription Documents, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOPlacement Agent’s Blue Sky counsel has advised the Placement Agent, OPCO Agent and/or Issuer the Company that the Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. The Company will pay the attorney’s fee and out of pocket expenses related to the filings for registrations of sale or exemption from such qualifications with any state securities commissions and any other regulatory agencies. Such fees will be paid at the time of invoicing, or at the time of Closing, if known, and if not yet invoiced, funds will remain in escrow to cover the estimated invoice. (d) Issuer The Company shall use best efforts to qualify the Units for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer the Company and the Placement Agent, and Issuer the Company will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer the Company will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer Company shall place a legend on the certificates representing the Shares, shares of Common Stock comprising the Preferred Shares, Units and the Conversion Shares, the Exchange Investor Warrants and the Agent Brokers’ Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units for the purposes substantially as described under in the “Use of Proceeds” section of the MemorandumSubscription Documents. Except as set forth in the MemorandumSubscription Documents, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or IssuerPeriod, as applicable, the Company shall afford each prospective purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum Subscription Documents to the extent OPCO or Issuer the Company possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegisthe Placement Agent, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum Subscription Documents (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the MemorandumSubscription Documents, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any material acquisition or (vi) change its business or operationsoperations in any material respect. (i) OPCO or the Issuer, as applicable, The Company shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, shares comprising the Preferred Shares, the Conversion Shares, the Exchange Warrants Units and the Agent Investor Warrants and will also pay OPCOfor the Company’s and the Issuer’s own expenses for accounting fees, legal fees fees, printing costs, and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel)Offering. OPCO The Company will provide at its own expense such quantities of the Memorandum Subscription Documents and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCO’s counsel, on behalf of the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, the The Company shall prepare, will pay at its own expenseexpense in connection with the creation, velobound “closing binders” relating authorization, issuance, transfer and delivery of the Units, including, without limitation, fees and expenses of any transfer agent or registrar; the fees and expenses of the Escrow Agent; all fees and expenses of legal, accounting and other advisers to the Offering and will distribute one such binder to each Company; the registration or qualification of the Placement Agent Units for offer and its counsel. sale under the securities or Blue Sky laws of such jurisdictions, payable within five (j5) Until days of being invoiced; and at the earlier of First Closing, or, if there is no Closing, within ten (10) days after written request therefore following the Termination Date or the Final ClosingDate, neither OPCO nor Issuer nor any person or entity acting on such persons’ behalf will negotiate with any other placement agent or underwriter with respect to a private offering of such entity’s debt or equity securities. Neither OPCO nor Issuer nor anyone acting on such persons’ behalf will, until the earlier of the Termination Date or the Final Closing, without the prior written consent legal fees and expenses of the Placement Agent’s counsel, offer for sale to, or solicit offers which legal fees shall not exceed $15,000 plus expenses provided that such limitation shall in no way affect the obligations of the Company with respect to subscribe for Units from, or otherwise approach or negotiate indemnification and contribution as set forth in respect thereof with, any other personSections 8 and 9 herein.

Further Covenants. OPCO The Operating Company and Issuer the Issuer, jointly and severally, hereby covenant and agree that: (a) Except upon prior written notice to the Placement Agent, neither OPCO the Operating Company nor the Issuer shall, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO Material Adverse Operating Company Grxxx Xxxxxxxx Xdverse Effect or (ii) an Issuer Material Adverse Effect Material Adverse Effect, either of which as a result it becomes necessary to amend or supplement the Memorandum so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, either OPCO the Operating Company, in the case of an Operating Company Grxxx Xxxxxxxx Xdverse Effect, or the Issuer, as applicablein the case of an Issuer Company Material Adverse Effect, will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribers. Neither OPCO the Operating Company nor the Issuer will at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO the Operating Company or the Issuer is advised thereof, OPCO the Operating Company or the Issuer, as applicable, will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO the Operating Company and Issuer, as applicable, the Issuer will use their reasonable best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO The Operating Company and the Issuer shall comply with the Act, the Exchange Act and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOthe Issuer’s Blue Sky counsel has advised the Placement Agent, OPCO the Operating Company and/or the Issuer that the Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) The Issuer shall use its best efforts to qualify the Units for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, the Issuer and the Placement Agent, and the Issuer will make or cause to be made such applications and furnish information as may be required for such purposes, provided that the Issuer will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. The Issuer will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Investor Warrants and the Agent Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company Issuer shall apply the net proceeds from the sale of the Units for the purposes substantially as described in the Memorandum under the caption “Use of Proceeds.” section of the Memorandum. Except as set forth in the Memorandum, the Company Issuer shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business)officers, directors or stockholders of the Company Issuer without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or IssuerPeriod, as applicable, the Operating Company and the Issuer shall afford each prospective purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO the Operating Company or Issuer the Issuer, as applicable, concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO the Operating Company or the Issuer possesses such information or can acquire it without unreasonable expense. (h) Except with upon obtaining the prior written consent of Aegisthe Placement Agent, which consent shall not be unreasonably withheld, OPCO the Operating Company and the Issuer shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum or with respect to the Concurrent Offering (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandum, ; (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that (a) the Company Issuer shall be permitted to issue stock options options, restricted stock and/or restricted stock units units, including such as are convertible into, or exercisable for, shares of Common Stock to officers, directors and employees of the Company Issuer as described in the Memorandum; and it being acknowledged and agreed that , (b) the Issuer may adopt an equity incentive plan (the “Equity Incentive Plan”) providing for the grant of awards to qualified participants of up to 12.5% of its fully-diluted capitalization after final closing of the Offering, (c) after the Final Closing or Termination Date, the Issuer may issuefile a registration statement on Form S-8 in connection with the registration of Common Stock issuable under the Equity Incentive Plan, in its sole discretion, a number (d) the Issuer may conduct and direct the issuance of stock options and/or restricted units in the aggregate in an amount of up to 15% equity of the fully diluted outstanding shares Operating Company Group in connection with the potential acquisition of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”)BWGS, LLC; (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or (vi) change its business or operations. (i) OPCO The Operating Company or the Issuer, as applicable, shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Investor Warrants and the Agent Warrants and will also pay OPCOthe Operating Company’s and the Issuer’s 's own expenses for accounting fees, legal fees and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Offering. The Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel). OPCO will provide at its own expense such quantities of the Memorandum and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCOthe Operating Company’s counsel, on behalf of the Issuer, at OPCOthe Issuer’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company Issuer shall prepare, at its own expense, velobound “closing binders” relating to the Offering and will distribute one such binder to each of the Placement Agent and its counsel. (j) Until the earlier of (i) the Termination Date or and (ii) the Final Closing, neither OPCO nor the Operating Company, the Issuer nor any person or entity acting on such persons’ person’s behalf will negotiate with any other placement agent or underwriter with respect to a private offering of such entity’s debt or equity securities. Neither OPCO the Operating Company nor the Issuer nor anyone acting on the such persons’ person’s behalf will, until the earlier of the Termination Date or the Final Closing, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units any securities of the Issuer from, or otherwise approach or negotiate in respect thereof with, any other person. (k) Until the earlier of (i) the Termination Date and (ii) the Final Closing (as defined below), no member of the Operating Company Group will issue any press release, grant any interview, or otherwise communicate with the media in any manner whatsoever with respect to the Offering without the Placement Agent’s prior consent.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to during the Final ClosingOffering Period, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to during the Final ClosingOffering Period, any event shall occur that causes (i) an OPCO a Material Adverse Effect or (ii) an Issuer Material Adverse Effect, either of which as a result of which it becomes necessary to amend or supplement the Memorandum so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulationslaw, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time before during the Final Closing Offering Period prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO the Company and Issuer, as applicable, will use their reasonable its best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Exchange Act and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCO’s Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer that the Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer The Company shall use best efforts to qualify the Units for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer the Company and the Placement Agent, and Issuer the Company will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer the Company will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer Company shall place a legend on the certificates instruments representing the SharesNotes, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units for the purposes substantially as described under the “Use of Proceeds” section of the Memorandum. Except as set forth in the Memorandum, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement AgentCompany. (g) During the Offering Period OPCO or IssuerPeriod, as applicable, the Company shall afford each prospective purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer the Company possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegisthe Placement Agent, which consent shall not be unreasonably withheldwithheld or delayed, OPCO and Issuer the Company shall not, at any time prior to during the earlier of the Final Closing or the Termination DateOffering Period, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandum, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any material acquisition or (vi) change its business or operations. (i) OPCO or the Issuer, as applicable, The Company shall pay all reasonable expenses incurred by or on behalf of the Company in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the SharesNotes, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants and will also pay OPCOthe Company’s and the Issuer’s own expenses for accounting fees, legal fees and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel)Offering. OPCO The Company will provide at its own expense such quantities of the Memorandum and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCOthe Company’s counsel, on behalf of counsel at the Issuer, at OPCOCompany’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating to the Offering and will distribute one such binder to each of the Placement Agent and its counsel. (j) Until the earlier of the Termination Date or the Final Closing, neither OPCO nor Issuer nor any person or entity acting on such persons’ behalf will negotiate with any other placement agent or underwriter with respect to a private offering of such entity’s debt or equity securities. Neither OPCO nor Issuer nor anyone acting on such persons’ behalf will, until the earlier of the Termination Date or the Final Closing, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units from, or otherwise approach or negotiate in respect thereof with, any other person.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement AgentAgents, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO a Company Material Adverse Effect or (ii) an Issuer Material Adverse Effect, either of which as a result it becomes necessary to amend or supplement the Memorandum Subscription Documents so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum Subscription Documents to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent Agents and shall, at its sole cost, prepare and furnish to the Placement Agent Agents copies of appropriate amendments and/or supplements in such quantities as the Placement Agent Agents may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum Subscription Documents of which the Placement Agent Agents will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent Agents and its their counsel, and confirm the advice in writing, of any order preventing or suspending the use of the MemorandumSubscription Documents, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable its best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Exchange Act and Act, the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOthe Company’s Blue Sky counsel has advised the Placement Agent, OPCO Agents and/or Issuer the Company that the Units Securities are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the UnitsSecurities, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement AgentAgents, any and all reports on Form D as are required. The Company will pay the attorney’s fee and out of pocket expenses related to the filings for exemption from such qualifications or registration with any state securities commissions and any other regulatory agencies. Such fees will be paid at the time of invoicing, or at the time of Closing, if known, and if not yet invoiced, funds will remain in escrow to cover the estimated invoice. The Company will pay the invoice or authorize release of the funds from escrow within five (5) days of receipt of invoice. (d) Issuer shall use best efforts to qualify the Units for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer and the Placement Agent, and Issuer will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer Company shall place a legend on the certificates representing the Shares, shares of the Preferred Shares, the Conversion Shares, the Exchange Warrants Common Stock and the Agent Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (fe) The Company shall apply the net proceeds from the sale of the Units Securities and from the Warrant Exercise for the purposes substantially as described under set forth in the “Use of Proceeds” section of the MemorandumSubscription Documents. Except as set forth in the MemorandumSubscription Documents, the Company shall not use any of the net proceeds of the Offering or the Warrant Exercise to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement AgentAgents. (gf) During the Offering Period OPCO or IssuerPeriod, as applicable, the Company shall afford each prospective purchaser of Units Securities the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum Subscription Documents to the extent OPCO or Issuer the Company possesses such information or can acquire it without unreasonable expense. (hg) Except with the prior written consent of Aegisthe Agents, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum Subscription Documents (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the MemorandumSubscription Documents, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any material acquisition or (vi) change its business or operationsoperations in any material respect. (ih) OPCO Whether or not the Issuertransactions contemplated hereby are consummated, as applicableor this Agreement is terminated, the Company shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants Securities and the Agent Brokers Warrants and will also pay OPCOfor the Company’s and the Issuer’s own expenses for accounting fees, legal fees fees, printing costs, and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel)Offering. OPCO The Company will provide at its own expense such quantities of the Memorandum Subscription Documents and other documents and instruments relating to the Offering as the Placement Agent Agents may reasonably request. All The Company will pay at its own expense in connection with the creation, authorization, issuance, transfer and delivery of the Securities and the Shares issued in the Warrant Exercise, including, without limitation, fees and expenses of any transfer agent or registrar; the fees and expenses of the Escrow Agent; all fees and expenses of legal, accounting and other advisers to the Company; the Form D filings for offer and sale of the Securities under the federal securities and Blue Sky filings related laws, payable within five (5) days of being invoiced. The Company will pay all such amounts, unless previously paid, at the First Closing, or, if there is no Closing, within ten (10) days after written request therefor following the Termination Date. In addition to this any fees payable to Katalyst hereunder and regardless of whether the Offering shall be prepared by OPCOis consummated, the Company hereby agrees to promptly reimburse Katalyst’s counsellegal counsel fees in the amount of Fifty Thousand Dollars ($50,000) (the “Katalyst Legal Fee”), on behalf paid directly from the escrow account at the time of the Issuerfirst Closing from gross proceeds raised by the Agents and if no Closing, at OPCO’s expense, with copies then within five (5) days of all filings to be promptly forwarded written request to the Placement AgentCompany by wire transfer. FurtherKatalyst will be entitled to reimbursement of its reasonable out of pocket expenses up to the amount of Ten Thousand Dollars ($10,000), and any expenses in the aggregate in excess of $10,000 will be approved in advance by the Company (the “Katalyst Expenses”). The Katalyst Legal Fee and Katalyst Expenses are separate and apart from the Katalyst Broker Compensation and other expenses described herein. In addition to any fees payable to GPN hereunder, the Company hereby agrees to promptly pay GPN’s legal fees and expenses incurred to date (and not previously reimbursed) in an aggregate amount not to exceed Ten Thousand Dollars ($10,000) (the “GPN Legal Fee”), paid directly from the escrow account at the time of the first Closing from gross proceeds raised by the Agents. GPN shall periodically reimburse GPN for its out of pocket expenses not to exceed $500 without the prior consent of the Company (the “GPN Expenses”). The GPN Legal Fee and GPN Expenses are separate and apart from the GPN Compensation and other expenses described herein. This reimbursement obligation is in addition to the reimbursement of fees and expenses relating to attendance by any Agent at proceedings or to indemnification and contribution as promptly as practicable after contemplated elsewhere in this agreement. In the Final Closingevent the Agents’ personnel must attend or participate in judicial or other proceedings to which we are not a party relating to the subject matter of this agreement, the Company shall preparepay the respective Agent an additional per diem payment, per person, at its own expensecustomary rates, velobound “closing binders” relating together with reimbursement of all out-of-pocket expenses and disbursements, including reasonable attorneys’ fees and disbursements incurred by it in respect of its preparation for and participation in such proceedings. The Katalyst Legal Fee does not include the Registration Legal Fees and expenses for the Blue Sky and other regulatory filings to be made in connection with the Offering(s). (i) On each Closing Date, the Company permits the Agents to rely on any representations and warranties made by the Company to the Offering investors and will distribute one such binder cause their counsel to each of permit the Placement Agent and its counselAgents to rely upon any opinion furnished to the investors in the Private Placement. (j) Until The Company will comply with all of its obligations and covenants set forth in its agreements with the earlier investors in the Offering. If not filed on XXXXX, the Company will promptly deliver to the Agents and their counsel copies of any and all filings with the SEC and each amendment or supplement thereto, as well as all prospectuses and free writing prospectuses, prior to the closing of the Termination Date or the Final Closing, neither OPCO nor Issuer nor any person or entity acting Offering and six months thereafter. The Agents are authorized on such persons’ behalf will negotiate with any other placement agent or underwriter with respect to a private offering of such entity’s debt or equity securities. Neither OPCO nor Issuer nor anyone acting on such persons’ behalf will, until the earlier of the Termination Date or Company to use and distribute copies of any Subscription Documents, including Company’s SEC Filings in connection with the Final Closingsale of the Securities as, and to the extent, permitted by federal and applicable state securities laws. The Company acknowledges and agrees that the Agents will be relying, without assuming responsibility for independent verification, on the prior written consent accuracy and completeness of all financial and other information that is and will be furnished to them by the Placement Agent, offer Company and the Company will be liable for sale to, any material misstatements or solicit offers to subscribe for Units from, or otherwise approach or negotiate in respect thereof with, any other personomissions contained therein.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon with the prior written notice to consent of the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which that would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO Material Adverse Effect does or (ii) an Issuer Material Adverse Effect, either of which may materially affect the Company or as a result of which it becomes might become necessary to amend or supplement the Memorandum so that the representations and warranties herein and therein remain true and correct in all material respectstrue, or in case it shall shall, in the reasonable opinion of counsel to the Placement Agent, be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time time, whether before or after the Final Closing Closing, prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or to which the Placement Agent or its counsel will have objected in writing or orally (confirmed in writing within 24 hours), or which is not in compliance in all material respects with the Act Act, the Regulations and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of the qualification or registration of the Units for offering or the suspension of any exemption for such qualification or registration thereof of the Units for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable its best efforts to prevent the issuance of any such order order, judgment or decree, and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Regulations, the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCO’s the Placement Agent's Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer Agent that the Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer The Company shall use its reasonable best efforts to qualify the Units for sale (or seek exemption therefrom) under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCOthe Placement Agent shall designate, Issuer and the Placement Agent, and Issuer Company will (through Blue Sky counsel) make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with request. The Company shall not, however, in either case, be required to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect to the Offeringof doing business in any jurisdiction in which it is not otherwise subject. (e) The Issuer Company shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants Securities issued to subscribers stating that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units to fund its working capital requirements and/or for the such other purposes substantially as shall be specifically described under the “"Use of Proceeds” section of " in the Memorandum. Except as otherwise set forth under "Use of Proceeds" in the Memorandum, the Company net proceeds shall not use any of the net proceeds of the Offering be used to repay indebtedness to current executive officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders principal shareholders of the Company, or to repurchase or redeem any securities; provided, however, that notwithstanding the foregoing, the Company without the prior written consent may at any time repay up to $46,000 of the Placement Agentindebtedness, plus accrued interest, to one of its current executive officers pursuant to certain outstanding demand loans. (g) During the Offering Period OPCO Period, the Company shall make available for review by prospective purchasers of the Units during normal business hours at the Company's offices, upon their request, copies of the Company Agreements to the extent that such disclosure shall not violate any applicable law or Issuer, as applicable, any obligation on the part of the Company to maintain the confidentiality thereof and shall afford each prospective purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer it possesses such information or can acquire it without unreasonable expenseexpense and to the extent in compliance with applicable law. (h) Except with the prior written consent of Aegisthe Placement Agent, which consent shall not be unreasonably withheld, OPCO and Issuer or as set forth in the Memorandum with respect to the issuance of Units, the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business, including, without limitation, the incurrence of material indebtedness; materially change its business or operations as shall be described in the Memorandum, (ii) ; dispose of any material assets or make any material acquisition; or issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights right to acquire any such securities; provided that the Company , except as shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in contemplated by the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or (vi) change its business or operations. (i) OPCO Whether or not the Issuertransactions contemplated hereby are consummated, as applicableor this Agreement is terminated, shall the Company hereby agrees to pay all reasonable fees, costs and expenses incurred incident hereto and to the Offering, including, without limitation, those in connection with (i) preparing, distributing and binding the preparation Memorandum and printing of any and all necessary offering amendments and/or supplements thereto, fees for bound volumes and any and all agreements, contracts and other documents related hereto and instruments related to thereto; (ii) the Offering authorization, issuance, transfer and the issuance delivery of the Shares, the Preferred SharesWarrants, the Conversion Shares, the Exchange Warrants Agent's Securities and the Agent's Warrants, including, without limitation, fees and expenses of any transfer agent or registrar; (iii) the fees and expenses of the Escrow Agent Warrants (subject to Section 4(b) hereof); (iv) all fees and will also pay OPCO’s expenses of legal, accounting and other advisers to the Issuer’s own expenses for accounting Company; (v) all filing fees, costs and legal fees and other costs involved expenses for Blue Sky services and related filings with the Offering (provided that OPCO shall not be responsible for the respect to Blue Sky exemptions and qualifications, including legal fees of Issuer $3,000 for the period prior to the First Closing other than the first ten states and $25,000 previously 450 per state thereafter, $3,000 of which shall be paid to the Placement Agent’s counsel's counsel upon the First Closing for legal fees in connection with obtaining Blue Sky exemptions (the "Blue Sky Fees"). OPCO will provide at its own ; and (vi) subject to Section 9 hereof, a nonaccountable expense such quantities of the Memorandum and other documents and instruments allowance ("Placement Agent Expenses") relating to the Offering as expenses incurred by the Placement Agent may reasonably request. All Blue Sky filings in connection with the Offering (including, without limitation, travel and related to this Offering shall be prepared by OPCO’s counselexpenses and fees and expenses of legal, on behalf of the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded accounting and other advisers to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating ) equal to the Offering and will distribute one such binder to each three (3%) percent of the Placement Agent and its counselgross proceeds from the sale of Units. (j) Until the earlier of the Termination Date or the Final ClosingDate, neither OPCO nor Issuer the Company nor any person or entity acting on such persons’ its behalf will negotiate or enter into any agreement with any other placement agent or underwriter with respect to a private or public offering of such entity’s the Company's or any subsidiary's debt or equity securities. Neither OPCO nor Issuer the Company nor anyone acting on such persons’ its behalf will, until the earlier of the Termination Date or the Final ClosingDate, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units or other securities of the Company from, or otherwise approach or negotiate in respect thereof with, any other person. (k) At each Closing Date, (i) the independent auditors for the Company shall have provided a "comfort letter" concerning the Company's financial statements in the form customarily provided by Xxxxxxx Xxxxx & Company in connection with securities offerings by its audit clients and (ii) the chief executive officer and chief financial officer of the Company shall have provided representations and warranties relating to the Company's most recent quarterly and year-to-date unaudited financial statements and internal financial controls, similar to those included in the Company's 2003 annual report on Form 10-KSB under the 1934 Act, and as required by the Xxxxxxxx-Xxxxx Act of 2002. (l) The Company hereby agrees to cooperate with Xxxxxxx Xxxxx in exploring strategic options, including, but not limited to investments, mergers and acquisitions (but with no obligation to effect such a transaction). (m) The Company hereby agrees to use commercially reasonable best efforts to file a registration statement on Form SB-2 or other appropriate registration document under the Act for resale of the Shares, the Conversion Shares and the shares underlying the Placement Agent Warrants, as soon as practicable, but not later than forty five (45) days following the Final Closing. The Company shall use commercially reasonable best efforts to cause the effectiveness of such registration statement on or before 90 days following the filing date of such registration statement. If the registration statement has not been filed within the said 45 day period, or does not become effective on or before 90 days after the earlier of its filing and the end of such 45 day period, the Company shall pay to each investor in the Offering as liquidated damages, an amount in cash equal to 0.5% of the aggregate purchase price paid by such investor in the Offering per week, until such registration statement has been filed or has been declared effective, as applicable. The liquidated damages shall be paid to the said investors within 10 days after the first 30 days that such amounts become applicable and at the end of each 30 days thereafter until the applicable date of when the registration statement is filed or becomes effective. The 45 day and 90 day periods referred to in this paragraph shall be extended by the period of any delay in the filing or effectiveness of the registration statement necessitated by the occurrence of one or more significant transactions or events affecting the Company (e.g., an acquisition or significant commercial transaction or event outside the control of the Company that causes the filing or effectiveness of the registration statement to be seriously detrimental to the Company or its stockholders), which require the Company to alter disclosure or defer the effectiveness of the Registration Statement in order to comply with applicable securities laws, but in no event shall any such delay exceed 60 days in any event.

Further Covenants. OPCO JBT and Issuer hereby covenant and agree that: (a) Except upon prior written notice to the Placement Agent, neither OPCO JBT nor Issuer shall, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO a JBT Material Adverse Effect or (ii) an a Issuer Material Adverse Effect, either of which as a result it becomes necessary to amend or supplement the Memorandum so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, either OPCO JBT or Issuer, as applicable, will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO JBT nor Issuer will at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO JBT or Issuer is advised thereof, OPCO JBT or Issuer, as applicable, will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO JBT and Issuer, as applicable, will use their reasonable best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO JBT and Issuer shall comply with the Act, the Exchange Act and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCO’s Placement Agent's Blue Sky counsel has advised the Placement Agent, OPCO JBT and/or Issuer that the Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer shall use best efforts to qualify the Units for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCOJBT, Issuer and the Placement Agent, and Issuer will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units for the purposes substantially as described under the “Use of Proceeds” section of the Memorandum. Except as set forth in the Memorandum, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO Period, JBT or Issuer, as applicable, shall afford each prospective purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO JBT or Issuer concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO JBT or Issuer possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegisthe Placement Agent, which consent shall not be unreasonably withheld, OPCO JBT and Issuer shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandum, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or (vi) change its business or operations. (i) OPCO or the Issuer, as applicable, The Company shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants and will also pay OPCO’s and the Issuer’s Company's own expenses for accounting fees, legal fees and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel)Offering. OPCO The Company will provide at its own expense such quantities of the Memorandum and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCOJBT’s counsel, on behalf of counsel at the Issuer, at OPCOCompany’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “"closing binders” " relating to the Offering and will distribute one such binder to each of the Placement Agent and its counsel. (j) Until the earlier of the Termination Date or the Final Closing, neither OPCO JBT nor Issuer nor any person or entity acting on such persons’ behalf will negotiate with any other placement agent or underwriter with respect to a private or public offering of such entity’s debt or equity securities. Neither OPCO JBT nor Issuer nor anyone acting on such persons’ behalf will, until the earlier of the Termination Date or the Final Closing, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units Shares from, or otherwise approach or negotiate in respect thereof with, any other person.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing Date with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO a Company Material Adverse Effect or (ii) an Issuer Material Adverse Effect, either of which as a result it becomes necessary to amend or supplement the Memorandum Subscription Documents so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum Subscription Documents to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum Subscription Documents of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the MemorandumSubscription Documents, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOPlacement Agent’s Blue Sky counsel has advised the Placement Agent, OPCO Agent and/or Issuer the Company that the Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. The Company will pay the attorney’s fee and out of pocket expenses related to the filings for registrations of sale or exemption from such qualifications with any state securities commissions and any other regulatory agencies. Such fees will be paid at the time of invoicing, or at the time of Closing, if known, and if not yet invoiced, funds will remain in escrow to cover the estimated invoice. (d) Issuer The Company shall use best efforts to qualify the Units for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer the Company and the Placement Agent, and Issuer the Company will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer the Company will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer The Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer Company shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants Shares and the Agent Investor Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units for the purposes substantially as described under the “Use of Proceeds” section of the MemorandumSubscription Documents. Except as set forth in the MemorandumSubscription Documents, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or IssuerPeriod, as applicable, the Company shall afford each prospective purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum Subscription Documents to the extent OPCO or Issuer the Company possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegisthe Placement Agent, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum Subscription Documents (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the MemorandumSubscription Documents, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any material acquisition or (vi) change its business or operations. (i) OPCO or the Issuer, as applicable, The Company shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants Shares and the Agent Investor Warrants and will also pay OPCOfor the Company’s and the Issuer’s own expenses for accounting fees, legal fees fees, printing costs, and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel)Offering. OPCO The Company will provide at its own expense such quantities of the Memorandum Subscription Documents and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All The Company will pay at its own expense in connection with the creation, authorization, issuance, transfer and delivery of the Units, including, without limitation, fees and expenses of any transfer agent or registrar; the fees and expenses of the Escrow Agent; all fees and expenses of legal, accounting and other advisers to the Company and DVI; the registration or qualification of the Units for offer and sale under the securities or Blue Sky filings related to this Offering shall be prepared by OPCOlaws of such jurisdictions, payable within five (5) days of being invoiced; and at the First Closing, or, if there is no Closing, within ten (10) days after written request therefore following the Termination Date, legal fees of $25,000 and expenses of the Placement Agent’s counsel, on behalf and provided that such limitation shall in no way affect the obligations of the Issuer, at OPCO’s expense, Company with copies of all filings respect to be promptly forwarded to the Placement Agent. Further, indemnification and contribution as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating to the Offering set forth in Sections 8 and will distribute one such binder to each of the Placement Agent and its counsel9 herein. (j) Until Effective with the earlier First Closing, Placement Agent shall have a right of first negotiation (“Right of Negotiation”) to act as lead placement agent on any subsequent private placement of the Termination Date or the Final Closing, neither OPCO nor Issuer nor any person or entity acting on Company’s securities for a period of two (2) years from such persons’ behalf will negotiate with any other placement agent or underwriter with respect to a private offering of such entity’s debt or equity securities. Neither OPCO nor Issuer nor anyone acting on such persons’ behalf will, until the earlier of the Termination Date or the Final Closing, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units from, or otherwise approach or negotiate in respect thereof with, any other personeffectiveness.

Further Covenants. OPCO The Company hereby covenants and Issuer hereby covenant and agree agrees that: (a) Except upon prior written notice to the Placement AgentAgents, neither OPCO nor Issuer shallthe Company shall not, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO a Company Material Adverse Effect or (ii) an Issuer Material Adverse Effect, either of which as a result it becomes necessary to amend or supplement the Memorandum Subscription Documents so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum Subscription Documents to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, the Company will promptly notify the Placement Agent Agents and shall, at its sole cost, prepare and furnish to the Placement Agent Agents copies of appropriate amendments and/or supplements in such quantities as the Placement Agent Agents may reasonably request for delivery by the Placement Agent to potential subscribersrequest. Neither OPCO nor Issuer The Company will not at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum Subscription Documents of which the Placement Agent Agents will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer the Company is advised thereof, OPCO or Issuer, as applicable, the Company will advise the Placement Agent Agents and its their counsel, and confirm the advice in writing, of any order preventing or suspending the use of the MemorandumSubscription Documents, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, the Company will use their reasonable its best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer The Company shall comply with the Act, the Exchange Act and Act, the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCOthe Company’s Blue Sky counsel has advised the Placement Agent, OPCO Agents and/or Issuer the Company that the Units Securities are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the UnitsSecurities, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement AgentAgents, any and all reports on Form D as are required. The Company will pay the attorney’s fee and out of pocket expenses related to the filings for exemption from such qualifications or registration with any state securities commissions and any other regulatory agencies. Such fees will be paid at the time of invoicing, or at the time of Closing, if known, and if not yet invoiced, funds will remain in escrow to cover the estimated invoice. The Company will pay the invoice or authorize release of the funds from escrow within five (5) days of receipt of invoice. (d) Issuer shall use best efforts to qualify the Units for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer and the Placement Agent, and Issuer will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer Company shall place a legend on the certificates representing the Shares, shares of the Preferred Shares, the Conversion Shares, the Exchange Warrants Common Stock and the Agent Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (fe) The Company shall apply the net proceeds from the sale of the Units Securities and from the Warrant Exercise for the purposes substantially as described under set forth in the “Use of Proceeds” section of the MemorandumSubscription Documents. Except as set forth in the MemorandumSubscription Documents, the Company shall not use any of the net proceeds of the Offering or the Warrant Exercise to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement AgentAgents. (gf) During the Offering Period OPCO or IssuerPeriod, as applicable, the Company shall afford each prospective purchaser of Units Securities the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer the Company concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum Subscription Documents to the extent OPCO or Issuer the Company possesses such information or can acquire it without unreasonable expense. (hg) Except with the prior written consent of Aegisthe Agents, which consent shall not be unreasonably withheld, OPCO and Issuer the Company shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum Subscription Documents (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the MemorandumSubscription Documents, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any material acquisition or (vi) change its business or operationsoperations in any material respect. (ih) OPCO Whether or not the Issuertransactions contemplated hereby are consummated, as applicableor this Agreement is terminated, the Company shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants Securities and the Agent Brokers Warrants and will also pay OPCOfor the Company’s and the Issuer’s own expenses for accounting fees, legal fees fees, printing costs, and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel)Offering. OPCO The Company will provide at its own expense such quantities of the Memorandum Subscription Documents and other documents and instruments relating to the Offering as the Placement Agent Agents may reasonably request. All The Company will pay at its own expense in connection with the creation, authorization, issuance, transfer and delivery of the Securities and the Shares issued in the Warrant Exercise, including, without limitation, fees and expenses of any transfer agent or registrar; the fees and expenses of the Escrow Agent; all fees and expenses of legal, accounting and other advisers to the Company; the Form D filings for offer and sale of the Securities under the federal securities and Blue Sky filings related laws, payable within five (5) days of being invoiced. The Company will pay all such amounts, unless previously paid, at the First Closing, or, if there is no Closing, within ten (10) days after written request therefor following the Termination Date. In addition to this any fees payable to Katalyst hereunder and regardless of whether the Offering shall be prepared by OPCOis consummated, the Company hereby agrees to promptly reimburse Katalyst’s counsellegal counsel fees in the amount of Fifty Thousand Dollars ($50,000) (the “Katalyst Legal Fee”), on behalf paid directly from the escrow account at the time of the Issuerfirst Closing from gross proceeds raised by the Agents and if no Closing, at OPCO’s expense, with copies then within five (5) days of all filings to be promptly forwarded written request to the Placement AgentCompany by wire transfer. FurtherKatalyst will be entitled to reimbursement of its reasonable out of pocket expenses up to the amount of Ten Thousand Dollars ($10,000), and any expenses in the aggregate in excess of $10,000 will be approved in advance by the Company (the “Katalyst Expenses”). The Katalyst Legal Fee and Katalyst Expenses are separate and apart from the Katalyst Broker Compensation and other expenses described herein. In addition to any fees payable to GPN hereunder, the Company hereby agrees to promptly pay GPN’s legal fees and expenses incurred to date (and not previously reimbursed) in an aggregate amount not to exceed Ten Thousand Dollars ($10,000) (the “GPN Legal Fee”), paid directly from the escrow account at the time of the first Closing from gross proceeds raised by the Agents. GPN shall periodically reimburse GPN for its out of pocket expenses not to exceed $500 without the prior consent of the Company (the “GPN Expenses”). The GPN Legal Fee and GPN Expenses are separate and apart from the GPN Compensation and other expenses described herein. This reimbursement obligation is in addition to the reimbursement of fees and expenses relating to attendance by any Agent at proceedings or to indemnification and contribution as promptly as practicable after contemplated elsewhere in this agreement. In the Final Closingevent the Agents’ personnel must attend or participate in judicial or other proceedings to which we are not a party relating to the subject matter of this agreement, the Company shall preparepay the respective Agent an additional per diem payment, per person, at its own expensecustomary rates, velobound “closing binders” relating together with reimbursement of all out-of-pocket expenses and disbursements, including reasonable attorneys’ fees and disbursements incurred by it in respect of its preparation for and participation in such proceedings. The Katalyst Legal Fee does not include the Registration Legal Fees and expenses for the Blue Sky and other regulatory filings to be made in connection with the Offering(s). (i) On each Closing Date, the Company permits the Agents to rely on any representations and warranties made by the Company to the Offering investors and will distribute one such binder cause their counsel to each of permit the Placement Agent and its counselAgents to rely upon any opinion furnished to the investors in the Private Placement. (j) Until The Company will comply with all of its obligations and covenants set forth in its agreements with the earlier investors in the Offering. If not filed on XXXXX, the Company will promptly deliver to the Agents and their counsel copies of any and all filings with the SEC and each amendment or supplement thereto, as well as all prospectuses and free writing prospectuses, prior to the closing of the Termination Date or the Final Closing, neither OPCO nor Issuer nor any person or entity acting Offering and six months thereafter. The Agents are authorized on such persons’ behalf will negotiate with any other placement agent or underwriter with respect to a private offering of such entity’s debt or equity securities. Neither OPCO nor Issuer nor anyone acting on such persons’ behalf will, until the earlier of the Termination Date or Company to use and Agency Agreement (PIPE and Warrant Exercise) Page 17 distribute copies of any Subscription Documents, including Company’s SEC Filings in connection with the Final Closingsale of the Securities as, and to the extent, permitted by federal and applicable state securities laws. The Company acknowledges and agrees that the Agents will be relying, without assuming responsibility for independent verification, on the prior written consent accuracy and completeness of all financial and other information that is and will be furnished to them by the Placement Agent, offer Company and the Company will be liable for sale to, any material misstatements or solicit offers to subscribe for Units from, or otherwise approach or negotiate in respect thereof with, any other personomissions contained therein.