Common use of Representations, Warranties and Covenants of Placement Agent Clause in Contracts

Representations, Warranties and Covenants of Placement Agent. The Placement Agent represents and warrants to Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange Act, and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company or its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (e) Neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering. Placement Agent agrees to promptly notify the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Person.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent represents and warrants to Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange Act, and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company or its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (e) Neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains Offering Materials contain a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering. Placement Agent agrees to promptly notify the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Person.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent represents and warrants to Company OPCO and Issuer that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the CompanyOPCO and Issuer, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange Act, and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company or its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (d) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange Act, and under the securities acts of each state into which it is making offers or sales of the Units. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Issuer, OPCO, its or their affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (e) Neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification EventEvent as of the date hereof. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person (as defined below) is subject to such a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons (as defined below) pursuant to the disclosure requirements of Rule 506(e) 506I of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any predecessor of Placement Agent, any affiliated issuer, any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering, any general partner or managing member of Issuer, any beneficial owner of 20% or more of Placement Agent’s outstanding voting equity securities, calculated on the basis of voting power, and any “promoter” (as defined in Rule 405 under the Act) connected with Placement Agent in any capacity. Placement Agent agrees to promptly notify the Company OPCO and Issuer in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Person.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis The Placement Agent is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange ActAct (as defined below), and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated herebyUnits. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company the Company, its or its their affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D D, Rule 903 of Regulation S or Section 4(a)(24(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. The Placement Agent will conduct the Offering in compliance with all applicable securities laws. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be boundaffiliates, or any person acting on behalf of the foregoing, has engaged or will engage in any Directed Selling Efforts (as such term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except is defined in each case as would not have a material adverse effect on the transactions contemplated herebyRegulation S). (e) Neither Any offer or solicitation of an offer to buy Units made by the Placement Agent nor or its affiliates, or any Placement Agent Related Persons person acting on behalf of the foregoing, in reliance on Rule 903 of Regulation S and in reliance upon similar exemptions from registration available under applicable state securities laws, will be made outside of the United States exclusively to persons or entities that are, and will be at the time of the delivery of the Units, not a U.S. Person (as such term is defined belowin Regulation S) and were, and are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description at the time of the matters required to be disclosed with respect to Placement Agent delivery of the Units, not acting for the account or benefit of a person in the United States or a U.S. Person. (f) Xxxx X. Xxxxxxxxxx is the owner of Gottbetter Capital Group, Inc., Gottbetter & Partners, LLP and Placement Agent Related Persons pursuant Gottbetter Capital Markets, LLC. Gottbetter Capital Group owns shares of the Company. Gottbetter & Partners, LLP is counsel to the disclosure requirements of Rule 506(e) of Regulation D, to company and has represented the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating company in the Offeringproposed transaction for which it will receive legal fees in accordance with an executed retainer agreement. Placement Agent agrees to promptly notify Gottbetter Capital Markets, LLC is a placement agent for the Company private placement offering in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, the proposed transaction for which it may receive placement agent fees in accordance with the passage of time, become a Disqualification Event relating to any Placement Agent Related Personan executed placement agent agreement.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis The Placement Agent is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange Act, and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated herebyUnits. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company or the Company, its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the The Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violatesrepresents that neither it, any agreement or other instrument nor to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or knowledge any of its assetsdirectors, executive officers, general partners, managing members or other officers participating in the Offering (each, a "Placement Agent Covered Person" and, together, "Placement Agent Covered Persons"), is subject to any Disqualification Event, except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the Securities Act and (ii) a description of which has been furnished in each case as would not have a material adverse effect on writing to the transactions contemplated herebyCompany prior to the date hereof. (e) Neither The Placement Agent nor represents that it is not aware of any person (other than any Placement Agent Related Persons Covered Person) that has been or will be paid (as defined belowdirectly or indirectly) are subject to remuneration for solicitation of purchasers in connection with the sale of any Disqualification EventUnits. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering. Placement Agent agrees to will promptly notify the Company of any agreement entered into between such Placement Agent and such person in connection with such sale. (f) The Placement Agent will notify the Company promptly in writing of (i) any Disqualification Event relating to any Placement Agent Related Covered Person not previously disclosed to the Company in accordance with Section 2A(d) of this Agreement and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Covered Person. (g) As to Placement Agent only, the Memorandum does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading: provided, however, the foregoing does not apply to any statements or omissions made solely in reliance on and in conformity with written information furnished to Placement Agent by the Company specifically for use in the preparation thereof. (h) There are no actions, suits, claims, hearings or proceedings pending before any court or governmental authority or, to the knowledge of Placement Agent, threatened, against Placement Agent or involving its assets or to the knowledge of Placement Agent, any of its officers or directors (in their capacity as such) which, if determined adversely to Placement Agent or such officer or director, could reasonably be expected to adversely affect Placement Agent’s ability to perform its obligations hereunder.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent Wxxxxxxxxx hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) 1. The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange Act, and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than the Company or its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has or will engage in general advertising or general solicitation or has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (e) 2. Neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Covered Person is subject to a Disqualification Event. The Memorandum contains Prospectus will contain a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any predecessor of Placement Agent, any affiliated company, any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering, any general partner or managing member of Placement Agent, any beneficial owner of 20% or more of Placement Agent’s outstanding voting equity securities, calculated on the basis of voting power, and any “promoter” (as defined in Rule 405 under the Act) connected with Placement Agent in any capacity. Placement Agent agrees to promptly notify the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Person.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent Xxxxxx hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) 1. The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange Act, and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than the Company or its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has or will engage in general advertising or general solicitation or has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (e) 2. Neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Covered Person is subject to a Disqualification Event. The Memorandum contains Prospectus will contain a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any predecessor of Placement Agent, any affiliated company, any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering, any general partner or managing member of Placement Agent, any beneficial owner of 20% or more of Placement Agent’s outstanding voting equity securities, calculated on the basis of voting power, and any “promoter” (as defined in Rule 405 under the Act) connected with Placement Agent in any capacity. Placement Agent agrees to promptly notify the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Person.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is (i) a member in good standing of FINRA and FINRA, (ii) is registered as a broker-dealer under the Exchange Act, and under the securities acts of each state into which it is making offers or sales of the SharesNotes, (iii) is licensed as a broker/dealer under the laws of the United States of America, applicable to the offers and sales of the Placement Agent Securities by the Placement Agent, (iv) is and will be a corporate body validly existing under the laws of its place of incorporation and (v) has full power and authority to enter into and perform its obligations under this Agreement. The Placement Agent is will immediately notify the Company in compliance with all applicable rules and regulations writing of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or any change in its affiliates, or any person acting on behalf of the foregoing (other than Company or its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable status with respect to the Offering, the exemption(ssubsections (i) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2through (v) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to itabove. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (eb) Neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum Executive Summary contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering. Placement Agent agrees to promptly notify the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person Person, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Person.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent represents and warrants to each of the Operating Company and the Issuer that the following representations and warranties are true and correct as of the date of this Agreement: (a) AGP is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) Aegis is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (bc) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by each of the CompanyOperating Company and the Issuer, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange Act, and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company or its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (e) Neither Each Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange Act, and under the securities acts of each state into which it is making offers or sales of the Units. Each Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than the Issuer, the Operating Company, or their affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (f) Except as set forth below, neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Covered Person is subject to a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering. Placement Agent agrees to promptly notify the Issuer and the Operating Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Person. On Maxxx 00, 0000, Xxxxx xntered into an Order of Settlement (the “Order”) with the SEC, which would constitute a Disqualification Event under Rule 506(d) of Regulation D. Aegis has been granted a waiver by the SEC from any disqualification that would arise as to Aegis under Rule 506 of Regulation D by reason of the entry of the Order on the terms set forth in a letter from the SEC dated March 28, 2018.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent represents and warrants to Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange Act, and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company or its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (e) Neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum Disclosure Materials contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering. Placement Agent agrees to promptly notify the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Person.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis The Placement Agent is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange ActAct (as defined below), and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated herebyUnits. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company the Company, its or its their affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D D, Rule 903 of Regulation S or Section 4(a)(24(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. The Placement Agent will conduct the Offering in compliance with all applicable securities laws. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be boundaffiliates, or any person acting on behalf of the foregoing, has engaged or will engage in any Directed Selling Efforts (as such term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except is defined in each case as would not have a material adverse effect on the transactions contemplated herebyRegulation S). (e) Neither Any offer or solicitation of an offer to buy Units made by the Placement Agent nor or its affiliates, or any Placement Agent Related Persons person acting on behalf of the foregoing, in reliance on Rule 903 of Regulation S and in reliance upon similar exemptions from registration available under applicable state securities laws, will be made outside of the United States exclusively to persons or entities that are, and will be at the time of the delivery of the Units, not a U.S. Person (as such term is defined belowin Regulation S) and were, and are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description at the time of the matters required to be disclosed with respect to Placement Agent delivery of the Units, not acting for the account or benefit of a person in the United States or a U.S. Person. (f) Axxx X. Xxxxxxxxxx is the owner of Gottbetter Capital Group, Inc., Gottbetter & Partners, LLP and Placement Agent Related Persons pursuant Gottbetter Capital Markets, LLC. Gottbetter Capital Group owns shares of the Company. Gottbetter & Partners, LLP is counsel to the disclosure requirements of Rule 506(e) of Regulation D, to company and has represented the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating company in the Offeringproposed transaction for which it will receive legal fees in accordance with an executed retainer agreement. Placement Agent agrees to promptly notify Gottbetter Capital Markets, LLC is a placement agent for the Company private placement offering in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, the proposed transaction for which it may receive placement agent fees in accordance with the passage of time, become a Disqualification Event relating to any Placement Agent Related Personan executed placement agent agreement.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis The Placement Agent is a corporation duly organized, validly existing and in good standing under the laws of the State of New York jurisdiction in which it was formed and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent Agent, and to its knowledge, each Sub-Agent, is a member of FINRA in good standing of FINRA and is registered as a broker-dealer under the Exchange ActAct (as defined below), and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated herebyUnits. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing foregoing, including the Sub-Agents (other than Company the Company, its or its their affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. The Placement Agent will conduct the Offering in compliance with all applicable securities laws. (d) None The Placement Agent agrees that it has not and will not directly or indirectly solicit offers for, or offer to sell, Units (i) by means of general solicitation or advertising (as those terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(a) of the execution Securities Act and delivery (ii) to any entities, including their affiliates, that are, to the reasonable knowledge of or performance by the Placement Agent under this Agreement Agent, engaged in the pharmaceutical, life-science related, biotechnology, healthcare or any other agreement or document entered into by medical device business without the Placement Agent in connection herewith or the consummation prior written consent of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated herebyCompany. (e) Neither To the knowledge of the Placement Agent, (i) there are no actions, suits, claims, hearings or proceedings pending before any court or governmental authority or threatened, against the Placement Agent, or any Sub-Agent and (ii) neither the Placement Agent nor any Sub-Agent is in violation of any judgment, decree or order of any court or governmental body having jurisdiction over the Placement Agent Related Persons (as defined below) are subject to nor any Disqualification Event. Placement Sub-Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering. Placement Agent agrees to promptly notify the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related PersonCompany.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis The Placement Agent is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange ActAct (as defined below), and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated herebyUnits. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company the Company, its or its their affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D D, Rule 903 of Regulation S or Section 4(a)(24(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. The Placement Agent will conduct the Offering in compliance with all applicable securities laws. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be boundaffiliates, or any person acting on behalf of the foregoing, has engaged or will engage in any Directed Selling Efforts (as such term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except is defined in each case as would not have a material adverse effect on the transactions contemplated herebyRegulation S). (e) Neither Any offer or solicitation of an offer to buy Units made by the Placement Agent nor or its affiliates, or any Placement Agent Related Persons person acting on behalf of the foregoing, in reliance on Rule 903 of Regulation S and in reliance upon similar exemptions from registration available under applicable state securities laws, will be made outside of the United States exclusively to persons or entities that are, and will be at the time of the delivery of the Units, not a U.S. Person (as such term is defined belowin Regulation S) and were, and are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description at the time of the matters required delivery of the Units, not acting for the account or benefit of a person in the United States or a U.S. Person. (f) Xxxx X. Xxxxxxxxxx is the owner of Gottbetter Capital Group, Inc., Gottbetter & Partners, LLP, Gottbetter Capital Markets, LLC and Xxxxxxx Xxxxx, Inc. Affiliates of Xx. Xxxxxxxxxx, including, but not necessarily limited to, Xxxxxxx Xxxxx, Inc., own shares of the Company. Gottbetter & Partners, LLP is counsel to be disclosed the company and has represented the company in the proposed transaction and will continue to represent the Company with respect to Placement Agent other transactions and Placement Agent Related Persons pursuant to SEC work for which it will receive legal fees in accordance with an executed retainer agreement. Gottbetter Capital Markets, LLC is a placement agent for the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating private placement offering in the Offering. Placement Agent agrees to promptly notify the Company proposed transaction for which it may receive placement agent fees in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, accordance with the passage of time, become a Disqualification Event relating to any Placement Agent Related Personan executed placement agent agreement.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis The Placement Agent is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange ActAct (as defined below), and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated herebyUnits. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company the Company, its or its their affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D D, Rule 903 of Regulation S or Section 4(a)(24(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be boundaffiliates, or any person acting on behalf of the foregoing, has engaged or will engage in any Directed Selling Efforts (as such term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except is defined in each case as would not have a material adverse effect on the transactions contemplated herebyRegulation S). (e) Neither Any offer or solicitation of an offer to buy Units made by the Placement Agent nor or its affiliates, or any Placement Agent Related Persons person acting on behalf of the foregoing, in reliance on Rule 903 of Regulation S and in reliance upon similar exemptions from registration available under applicable state securities laws, was made outside of the United States exclusively to persons or entities that were, and are at the time of the delivery of the Units, not a U.S. Person (as such term is defined belowin Regulation S) and were, and are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description at the time of the matters required to be disclosed with respect to Placement Agent delivery of the Units, not acting for the account or benefit of a person in the United States or a U.S. Person. (f) Axxx X. Xxxxxxxxxx is the owner of Gottbetter Capital Group, Inc., Gottbetter & Partners, LLP and Placement Agent Related Persons pursuant Gottbetter Capital Markets, LLC. Gottbetter Capital Group owns shares of the public company which is the acquirer in the proposed transaction. Gottbetter & Partners, LLP is counsel to the disclosure requirements of Rule 506(e) of Regulation D, to company and has represented the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating company in the Offeringproposed transaction for which it will receive legal fees in accordance with an executed retainer agreement. Placement Agent agrees to promptly notify Gottbetter Capital Markets, LLC is a placement agent for the Company private placement offering in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, the proposed transaction for which it may receive placement agent fees in accordance with the passage of time, become a Disqualification Event relating to any Placement Agent Related Personan executed placement agent agreement.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent represents represents, warrants and warrants to Company that the following representations and warranties are true and correct covenants as of the date of this Agreementfollows: (ai) Aegis is a corporation duly organized, validly existing and in good standing under It has the laws of the State of New York and has all requisite corporate necessary power and authority to enter into this Agreement and to carry out and perform its obligations under consummate the terms of this Agreementtransactions contemplated hereby. (bii) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due The execution and delivery by the Company, Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which a Placement Agent is a party or by which a Placement Agent or its properties are bound, or any judgment, decree, order or, to a Placement Agent’s knowledge, any statute, rule or regulation applicable to a Placement Agent. This Agreement constitutes the legal, valid and binding agreement obligation of the Placement Agent Agent, enforceable against it the Placement Agent in accordance with its terms, except as to the extent that (a) the enforceability hereof may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws relating to or affecting creditor’s rights from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof is subject to general equity principlesprinciples of equity, or (c) the indemnification provisions hereof may be held to be violative of public policy. (ciii) The Placement Agent will deliver to each Purchaser, prior to any submission by such person of a written offer relating to the purchase of the Units, a copy of the Offering Documents, as they may have been most recently amended or supplemented by the Company. (iv) Upon receipt of an executed Subscription Agreement, the Placement Agent will promptly forward copies of the subscription documents to the Company. (v) The Placement Agent will not deliver the Offering Documents to any person they do not reasonably believe to be an Accredited Investor or to any person in a state where it does not reasonably believe that the Offering is exempt from the applicable state “Blue Sky” laws. (vi) The Placement Agent will not intentionally take any action which it reasonably believes would cause the Offering to violate the provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the respective rules and regulations promulgated thereunder (the “Rules and Regulations”). (vii) The Placement Agent shall have no obligation to insure that (a) any check, note, draft or other means of payment for the Units will be honored, paid or enforceable against the subscriber in accordance with its terms; or (b) subject to the performance of the Placement Agent’s obligations and the accuracy of the Placement Agent’s representations and warranties hereunder, (i) the Offering is exempt from the registration requirements of the Securities Act or any applicable state “Blue Sky” law; or (ii) any prospective Purchaser is an Accredited Investor; provided that Placement Agent will not deliver the Offering Documents to any person they do not reasonably believe to be an Accredited Investor. (viii) The Placement Agent is a member in good standing of FINRA the NASD and is registered as a broker-dealer registered as such under the Exchange Act, Act and under the securities acts of each state into which it is making offers or sales laws of the Sharesstates in which the Securities will be offered or sold by the Placement Agent, unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in compliance with all applicable material rules and regulations of the SEC and FINRA, except applicable to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company or its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions generally and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (e) Neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating Agent’s participation in the Offering. Placement Agent agrees to promptly notify the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Person.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis The Placement Agent is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be constitute, and each of the Transaction Documents to which Placement Agent is a party, upon due execution and delivery by the Placement Agent and all other parties thereto, will constitute, valid and binding agreement obligations of the Placement Agent enforceable against it in accordance with its their respective terms, (i) except as enforceability may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws relating to now or affecting creditor’s rights from time to time hereafter in effect related to laws affecting creditors’ rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and except that no representation is made herein regarding the enforceability of the Placement Agent’s obligations to provide indemnification and contribution remedies and (ii) subject to the limitations imposed by general equity principlesequitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity). (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated herebyUnits. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company the Company, its or its their affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 506(b) of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of Neither the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (e) Neither Placement Agent nor any of Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. of the disqualifications set forth in Rule 506(d) of Regulation D. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to the Placement Agent and the Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any person associated with the Placement Agent that has been or will be paid (directly or indirectly) remuneration for solicitation of investors in connection with the sale of the Units; any general partner or managing member of the Placement Agent; or any director, general partner, managing member, executive officer, officer or other officer of the Placement Agent participating in the Offering. Placement Agent agrees to promptly notify offering of the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related PersonUnits.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent represents represents, warrants and warrants to Company that covenants as follows: It has the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate necessary power and authority to enter into this Agreement and to carry out and perform its obligations under consummate the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due transactions contemplated hereby. The execution and delivery by the Company, Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which a Placement Agent is a party or by which a Placement Agent or its properties are bound, or any judgment, decree, order or, to a Placement Agent’s knowledge, any statute, rule or regulation applicable to a Placement Agent. This Agreement constitutes the legal, valid and binding agreement obligation of the Placement Agent Agent, enforceable against it the Placement Agent in accordance with its terms, except as to the extent that (a) the enforceability hereof may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws relating to or affecting creditor’s rights from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof is subject to general equity principles. principles of equity, or (c) the indemnification provisions hereof may be held to be violative of public policy. The Placement Agent will deliver to each Purchaser, prior to any submission by such person of a written offer relating to the purchase of the Units, a copy of the Offering Documents, as they may have been most recently amended or supplemented by the Company. Upon receipt of an executed Subscription Agreement, the Placement Agent will promptly forward copies of the subscription documents to the Company. The Placement Agent will not deliver the Offering Documents to any person they do not reasonably believe to be an Accredited Investor or to any person in a state where it does not reasonably believe that the Offering is exempt from the applicable state “Blue Sky” laws. The Placement Agent will not intentionally take any action which it reasonably believes would cause the Offering to violate the provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the respective rules and regulations promulgated thereunder (the “Rules and Regulations”). The Placement Agent shall have no obligation to insure that (a) any check, note, draft or other means of payment for the Units will be honored, paid or enforceable against the subscriber in accordance with its terms; or (b) subject to the performance of the Placement Agent’s obligations and the accuracy of the Placement Agent’s representations and warranties hereunder, (i) the Offering is exempt from the registration requirements of the Securities Act or any applicable state “Blue Sky” law; or (ii) any prospective Purchaser is an Accredited Investor; provided that Placement Agent will not deliver the Offering Documents to any person they do not reasonably believe to be an Accredited Investor. The Placement Agent is a member in good standing of FINRA the NASD and is registered as a broker-dealer registered as such under the Exchange Act, Act and under the securities acts of each state into which it is making offers or sales laws of the Sharesstates in which the Securities will be offered or sold by the Placement Agent, unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in compliance with all applicable material rules and regulations of the SEC and FINRA, except applicable to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company or its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions generally and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (e) Neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating Agent’s participation in the Offering. Placement Agent agrees to promptly notify the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Person.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to Company Matinas and Newco that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis The Placement Agent is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the CompanyMatinas and Newco, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange Act, and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated herebyUnits. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company Newco, Matinas, its or its their affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(24(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (e) Neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering. Placement Agent agrees to promptly notify the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Person.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis The Placement Agent is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange ActAct (as defined below), and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated herebyUnits. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company the Company, its or its their affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D D, Rule 903 of Regulation S or Section 4(a)(24(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. The Placement Agent will conduct the Offering in compliance with all applicable securities laws. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be boundaffiliates, or any person acting on behalf of the foregoing, has engaged or will engage in any Directed Selling Efforts (as such term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except is defined in each case as would not have a material adverse effect on the transactions contemplated herebyRegulation S). (e) Neither Any offer or solicitation of an offer to buy the Units made by the Placement Agent nor or its affiliates, or any person acting on behalf of the foregoing, in reliance on Rule 903 of Regulation S and in reliance upon similar exemptions from registration available under applicable state securities laws, will be made outside of the United States exclusively to persons or entities that are, and will be at the time of the delivery of the Units, not a U.S. Person (as such term is defined in Regulation S) and were, and are at the time of the delivery of the Units, not acting for the account or benefit of a person in the United States or a U.S. Person. (f) Xxxx X. Xxxxxxxxxx is the owner of Gottbetter Capital Group, Inc., Gottbetter & Partners, LLP and Gottbetter Capital Markets, LLC. Gottbetter Capital Group, Xxxx X. Xxxxxxxxxx and/or other affiliates of Xx. Xxxxxxxxxx, as well as affiliates of a Sub-Agent, may own shares of the Company. Gottbetter & Partners, LLP has been or will be engaged by the Company as its corporate and securities counsel in respect of the transactions, and G&P may continue to be retained by the Company after the Contribution to serve as its corporate and securities counsel, and in such case, will receive legal fees in accordance with an executed retainer agreement. Gottbetter Capital Markets, LLC is a placement agent for the private placement offering of the Units for which it will receive placement agent fees in accordance with executed placement agent agreements. (g) The Placement Agent Related Persons represents that neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (as defined below) are subject to any Disqualification Event. each, a “Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation DCovered Person” and, to the extent applicable. As used hereintogether, “Placement Agent Related Covered Persons”), is subject to any of the “Bad Actor” means any director, general partner, managing member, executive officer, or other officer of disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”). (h) The Placement Agent participating represents that it is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offeringsale of the Units. Placement Agent agrees to will promptly notify the Company of any agreement entered into between such Placement Agent and such person in connection with such sale. (i) The Placement Agent will notify the Company promptly in writing of (iA) any Disqualification Event relating to any Placement Agent Related Covered Person not previously disclosed to the Company in accordance with Section 3(b)(i), No Disqualification Events and (iiB) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Covered Person.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to Company JBT and Issuer that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis The Placement Agent is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the CompanyJBT and Issuer, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange Act, and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated herebyUnits. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company Issuer, JBT, its or its their affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (e) Neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering. Placement Agent agrees to promptly notify the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Person.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent represents represents, warrants and warrants to Company that the following representations and warranties are true and correct covenants as of the date of this Agreementfollows: (ai) Aegis is a corporation duly organized, validly existing and in good standing under It has the laws of the State of New York and has all requisite corporate necessary power and authority to enter into this Agreement and to carry out and perform its obligations under consummate the terms of this Agreementtransactions contemplated hereby. (bii) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due The execution and delivery by the Company, Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which a Placement Agent is a party or by which a Placement Agent or its properties are bound, or any judgment, decree, order or, to a Placement Agent’s knowledge, any statute, rule or regulation applicable to a Placement Agent. This Agreement constitutes the legal, valid and binding agreement obligation of the Placement Agent Agent, enforceable against it the Placement Agent in accordance with its terms, except as to the extent that (a) the enforceability hereof may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws relating to or affecting creditor’s rights from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof is subject to general equity principlesprinciples of equity, or (c) the indemnification provisions hereof may be held to be violative of public policy. (ciii) The Placement Agent will deliver to each Purchaser, prior to any submission by such person of a written offer relating to the purchase of the Units, a copy of the Offering Documents, as they may have been most recently amended or supplemented by the Company. (iv) Upon receipt of an executed Subscription Agreement, the Placement Agent will promptly forward copies of the subscription documents to the Company. (v) The Placement Agent will not deliver the Offering Documents to any person they do not reasonably believe to be an Accredited Investor or to any person in a state where it does not reasonably believe that the Offering is exempt from the applicable state “Blue Sky” laws. (vi) The Placement Agent will not intentionally take any action which it reasonably believes would cause the Offering to violate the provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the respective rules and regulations promulgated thereunder (the “Rules and Regulations”). (vii) The Placement Agent shall have no obligation to insure that (a) any check, note, draft or other means of payment for the Units will be honored, paid or enforceable against the subscriber in accordance with its terms; or (b) subject to the performance of the Placement Agent’s obligations and the accuracy of the Placement Agent’s representations and warranties hereunder, (i) the Offering is exempt from the registration requirements of the Securities Act or any applicable state “Blue Sky” law; or (ii) any prospective Purchaser is an Accredited Investor; provided that Placement Agent will not deliver the Offering Documents to any person they do not reasonably believe to be an Accredited Investor. (viii) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer registered as such under the Exchange Act, Act and under the securities acts of each state into which it is making offers or sales laws of the Sharesstates in which the Securities will be offered or sold by the Placement Agent, unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in compliance with all applicable material rules and regulations of the SEC and FINRA, except applicable to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company or its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions generally and requirements of, or that would make unavailable with respect to the Placement Agent’s participation in the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (dix) None of The Placement Agent understands that the execution foregoing representations and delivery of or performance warranties shall be deemed material and to have been relied upon by the Placement Agent under this Agreement Company. No representation or any other agreement or document entered into warranty by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violatesthis Agreement, and no written statement contained in any agreement document, certificate or other instrument to which writing delivered by the Placement Agent is a party to the Company contains any untrue statement of material fact or by which its assets may be boundomits to state any material fact necessary to make the statements herein or therein, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (e) Neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description light of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation Dcircumstances under which they were made, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering. Placement Agent agrees to promptly notify the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Personnot misleading.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis The Placement Agent is a corporation duly organized, validly existing and in good standing under the laws of the State of New York Delaware and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange ActAct (as defined below), and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated herebyUnits. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company Pubco, KnowFat, its or its their affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D D, Rule 903 of Regulation S or Section 4(a)(24(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be boundaffiliates, or any person acting on behalf of the foregoing, has engaged or will engage in any Directed Selling Efforts (as such term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except is defined in each case as would not have a material adverse effect on the transactions contemplated herebyRegulation S). (e) Neither Any offer or solicitation of an offer to buy Units made by the Placement Agent nor or its affiliates, or any Placement Agent Related Persons person acting on behalf of the foregoing, in reliance on Rule 903 of Regulation S and in reliance upon similar exemptions from registration available under applicable state securities laws, was made outside of the United States exclusively to persons or entities that were, and are at the time of the delivery of the Units, not a U.S. Person (as such term is defined belowin Regulation S) and were, and are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description at the time of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to delivery of the disclosure requirements Units, not acting for the account or benefit of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating a person in the Offering. Placement Agent agrees to promptly notify the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become United States or a Disqualification Event relating to any Placement Agent Related U.S. Person.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent represents and warrants to Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis [***] is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange Act, and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company or its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (e) Neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering. Placement Agent agrees to promptly notify the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Person.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis The Placement Agent is a corporation duly organized, validly existing and in good standing under the laws of the State of New York jurisdiction in which it was formed and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent Agent, and to its knowledge, each Sub-Agent, if any, is a member of FINRA in good standing of FINRA and is registered as a broker-dealer under the Exchange ActAct (as defined below), and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated herebyUnits. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing foregoing, including the Sub-Agents (other than Company the Company, its or its their affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. The Placement Agent will conduct the Offering in compliance with all applicable securities laws. (d) None The Placement Agent agrees that it has not and will not directly or indirectly solicit offers for, or offer to sell, Units (i) by means of general solicitation or advertising (as those terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(a) of the execution Securities Act and delivery (ii) to any entities, including their affiliates, that are, to the reasonable knowledge of or performance by the Placement Agent under this Agreement Agent, engaged in the pharmaceutical, life-science related, biotechnology, healthcare or any other agreement or document entered into by medical device business without the Placement Agent in connection herewith or the consummation prior written consent of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated herebyCompany. (e) Neither To the knowledge of the Placement Agent, (i) there are no actions, suits, claims, hearings or proceedings pending before any court or governmental authority or threatened, against the Placement Agent, or any Sub-Agent, if any and (ii) neither the Placement Agent nor any Sub-Agent is in violation of any judgment, decree or order of any court or governmental body having jurisdiction over the Placement Agent Related Persons nor any Sub-Agent Company. (as defined belowf) are subject to any Disqualification Event. The Placement Agent has exercised reasonable care represents that neither it, nor to determine whether its knowledge any of the Sub- Agents, if any, or any of its or their respective directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation DCovered Person” and, to the extent applicable. As used hereintogether, “Placement Agent Related Covered Persons”), is subject to any of the “Bad Actor” means any director, general partner, managing member, executive officer, or other officer of disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”). (g) The Placement Agent participating represents that it is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offeringsale of the Units. Placement Agent agrees to will promptly notify the Company of any agreement entered into between such Placement Agent and such person in connection with such sale. (h) The Placement Agent will notify the Company promptly in writing of (iA) any Disqualification Event relating to any Placement Agent Related Covered Person not previously disclosed to the Company in accordance with Section 3(b)(i), No Disqualification Events and (iiB) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Covered Person.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis The Placement Agent is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange Act, and under the securities acts of each state into which it is making offers or sales of the Series A Preferred Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company or the Company, its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the The Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violatesrepresents that neither it, any agreement or other instrument nor to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or knowledge any of its assetsdirectors, executive officers, general partners, managing members or other officers participating in the Offering (each, a "Placement Agent Covered Person" and, together, "Placement Agent Covered Persons"), is subject to any Disqualification Event, except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the Securities Act and (ii) a description of which has been furnished in each case as would not have a material adverse effect on writing to the transactions contemplated herebyCompany prior to the date hereof. (e) Neither The Placement Agent nor represents that it is not aware of any person (other than any Placement Agent Related Persons Covered Person) that has been or will be paid (as defined belowdirectly or indirectly) are subject to remuneration for solicitation of purchasers in connection with the sale of any Disqualification EventSeries A Preferred Shares. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering. Placement Agent agrees to will promptly notify the Company of any agreement entered into between such Placement Agent and such person in connection with such sale. (f) The Placement Agent will notify the Company promptly in writing of (i) any Disqualification Event relating to any Placement Agent Related Covered Person not previously disclosed to the Company in accordance with Section 2A(d) of this Agreement and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Covered Person. (g) As to Placement Agent only, the Memorandum does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading: provided, however, the foregoing does not apply to any statements or omissions made solely in reliance on and in conformity with written information furnished to Placement Agent by the Company specifically for use in the preparation thereof. (h) There are no actions, suits, claims, hearings or proceedings pending before any court or governmental authority or, to the knowledge of Placement Agent, threatened, against Placement Agent or involving its assets or to the knowledge of Placement Agent, any of its officers or directors (in their capacity as such) which, if determined adversely to Placement Agent or such officer or director, could reasonably be expected to adversely affect Placement Agent’s ability to perform its obligations hereunder.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis The Placement Agent is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange ActAct (as defined below), and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated herebyUnits. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company the Company, its or its their affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(24(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. The Placement Agent will conduct the Offering in compliance with all applicable securities laws. Without limiting the foregoing, the Placement Agent agrees that it has not and will not directly or indirectly solicit offers for, or offer to sell, Units by means of general solicitation or advertising (as those terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(a) of the Securities Act. (d) None Axxx X. Xxxxxxxxxx is the owner of Gottbetter Capital Group, Inc., Gottbetter & Partners, LLP and Gottbetter Capital Markets, LLC. Gottbetter Capital Group, Axxx X. Xxxxxxxxxx and/or other affiliates of Mx. Xxxxxxxxxx, as well as affiliates of a Sub-Agent, may own shares of the execution Company. Gottbetter & Partners, LLP has been or will be engaged by the Company as its corporate and delivery securities counsel in respect of or performance the transactions, and G&P may continue to be retained by the Company after the Contribution to serve as its corporate and securities counsel, and will receive legal fees in accordance with an executed retainer agreement. Gottbetter Capital Markets, LLC is the Placement Agent under this Agreement or any other agreement or document entered into by for the Placement Agent in connection herewith or the consummation Offering of the transactions herein or therein contemplated conflicts Units for which it will receive placement agent fees in accordance with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated herebyexecuted placement agent agreements. (e) Neither The Placement Agent represents that neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members or other officers participating in the Offering (each, a “Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation DCovered Person” and, to the extent applicable. As used hereintogether, “Placement Agent Related Covered Persons”), is subject to any of the “Bad Actor” means any director, general partner, managing member, executive officer, or other officer of disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”). (f) The Placement Agent participating represents that it is not aware of any person (other than any Issuer Covered Person or Placement Agent Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offeringsale of the Units. Placement Agent agrees to will promptly notify the Company of any agreement entered into between such Placement Agent and such person in connection with such sale. (g) The Placement Agent will notify the Company promptly in writing of (iA) any Disqualification Event relating to any Placement Agent Related Covered Person and (iiB) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Covered Person.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis The Placement Agent is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange ActAct (as defined below), and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated herebyUnits. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company the Company, its or its their affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D D, Rule 903 of Regulation S or Section 4(a)(24(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. The Placement Agent will conduct the Offering in compliance with all applicable securities laws. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be boundaffiliates, or any person acting on behalf of the foregoing, has engaged or will engage in any Directed Selling Efforts (as such term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except is defined in each case as would not have a material adverse effect on the transactions contemplated herebyRegulation S). (e) Neither Any offer or solicitation of an offer to buy Units made by the Placement Agent nor or its affiliates, or any Placement Agent Related Persons person acting on behalf of the foregoing, in reliance on Rule 903 of Regulation S and in reliance upon similar exemptions from registration available under applicable state securities laws, will be made outside of the United States exclusively to persons or entities that are, and will be at the time of the delivery of the Units, not a U.S. Person (as such term is defined belowin Regulation S) and were, and are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description at the time of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to delivery of the disclosure requirements Units, not acting for the account or benefit of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating a person in the Offering. Placement Agent agrees to promptly notify the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become United States or a Disqualification Event relating to any Placement Agent Related U.S. Person.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent represents and warrants to Company that and agrees with the following representations Company, at the date hereof, and warranties are true and correct as of the date of this Agreementeach Closing, as follows: (a) Aegis a. Placement Agent is duly and validly organized and is a corporation duly organized, validly existing Iowa Corporation, is duly licensed as a broker-dealer and registered as such under the 1934 Act, is a member in good standing of the NASD, is in compliance with all rules and regulations under the laws 1934 Act and the NASD Conduct Rules, and is duly registered as a broker/dealer in every state in which it intends to offer or sell the Securities. b. Neither Placement Agent, nor its directors, officers or beneficial owners of 10% or more of any class of its equity securities, has a record of conduct which would cause the "bad boy" provisions of Rule 262 of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations regulations promulgated under the terms of 1933 Act to apply to the transactions contemplated by this Agreement. (b) c. This Agreement has been duly and validly authorized, executed and delivered by and on behalf of Placement Agent and, except insofar as the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement enforceability of the Placement Agent enforceable against it in accordance with its terms, indemnification provision herein may be subject to challenge and except as enforceability may be limited by principles the application of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws relating to or affecting creditor’s the rights from time to time in effect of creditors generally and subject to general equity principlesby judicial limitations on the right of specific performance, constitute the valid and legally binding agreement of Placement Agent. (c) d. The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange Act, and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company or its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or this Agreement, the observance and performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or hereof, and the consummation of the transactions contemplated herein and in the Memorandum, does not and will not constitute a material breach or therein contemplated conflicts with or violatesmaterial default under, any instrument or agreement or other instrument to by which the Placement Agent is a party or by which its assets may be bound, and does not and will not contravene any existing material law, decree or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation order applicable to Placement Agent. e. Placement Agent has not made and will not make an offer or sale of the Securities on the basis of any of its assetscommunications or documents relating to the Company or the Securities, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (e) Neither Memorandum and the exhibits thereto, other documents supplied or prepared by the Company and delivered to potential Purchasers or to Placement Agent nor for use in making an offer or sale of the Securities, and any Placement Agent Related Persons (as defined below) are subject to any Disqualification Eventcover or transmittal letter in respect of the foregoing that has been reviewed and approved by the Company. Placement Agent has exercised will promptly deliver a copy of each amendment or supplement to the Memorandum to all offerees then being solicited by it, and to each Purchaser (obtaining from the latter a confirmation of its, his or her receipt of same). f. Placement agent will offer and sell the Securities only to Accredited Investors, as that term is defined in Regulation D, and will retain appropriate records for a period of four years to evidence Placement Agent's conduct of the Offering in conformance with the requirements of that Regulation. g. In making any offer or sale of the Securities, Placement Agent shall comply with the provisions of the 1933 Act, the 1934 Act, and the applicable securities or "blue sky" laws of the jurisdictions in which Placement Agent makes offers or sales of Preferred Stock. h. Placement Agent will exercise reasonable care to determine whether any assure that the Purchasers to whom it sells the Securities are not underwriters within the meaning of Section 2(11) of the 1933 Act. In that connection Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering. Placement Agent agrees to promptly notify the Company in writing of will: (i) any Disqualification Event relating make reasonable inquiry to any Placement Agent Related Person determine that the Purchaser is acquiring the Securities for his, her or its own account for investment purposes; and (ii) any event obtain from each Purchaser a signed written agreement (as provided in the Memorandum) that wouldthe Securities will not be sold without registration under the 1933 Act, with in the passage absence of timean opinion of counsel to the Company that an exemption from registration is available. Such agreement shall acknowledge the understanding that the Company has no intention to register the Securities under the 1933 Act, become other than as may be expressly provided in a Disqualification Event relating to any registration rights agreement between the Company and the Purchaser. i. If Placement Agent Related Personknows or has reason to believe that a Purchaser to whom it sells any Security relied upon the advice of a Purchaser representative as defined in Rule 501(h) of Regulation D in connection with evaluating the merits and risks of a purchase of the Securities, Placement Agent will obtain and deliver to the Company (i) the Purchaser's written acknowledgment that he or she used such representative in evaluating the merits and risks of the prospective investment; and (ii) a Purchaser Representative Certificate (in the form approved by Placement Agent) completed and signed by such representative. j. Placement Agent and its authorized agents will offer to sell, or solicit offers to subscribe for or buy, the Securities only in those states and other jurisdictions where the Company and counsel have advised it that it is permitted so to do under applicable law and regulations. k. Placement Agent will not offer the Securities for sale or solicit any offers to purchase the Securities, or otherwise negotiate with any person in respect of the Securities, on the basis of any advertisement, article, notice or other communication published in any newspaper, magazine, or similar medium or broadcast over television or radio or hold any seminar or meeting with respect to the Securities whose attendees have been invited by any general solicitation or general advertising.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis The Placement Agent is a corporation duly organized, validly existing and in good standing under the laws of the State of New York Delaware and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange ActAct (as defined below), and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated herebyUnits. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company Pubco, Organovo, its or its their affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(24(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (e) Neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering. Placement Agent agrees to promptly notify the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Person.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis The Placement Agent is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange ActAct (as defined below), and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated herebyBridge Units. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company the Company, its or its their affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D D, Rule 903 of Regulation S or Section 4(a)(24(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. The Placement Agent will conduct the Offering in compliance with all applicable securities laws. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be boundaffiliates, or any person acting on behalf of the foregoing, has engaged or will engage in any Directed Selling Efforts (as such term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except is defined in each case as would not have a material adverse effect on the transactions contemplated herebyRegulation S). (e) Neither Any offer or solicitation of an offer to buy Bridge Units made by the Placement Agent nor or its affiliates, or any Placement Agent Related Persons person acting on behalf of the foregoing, in reliance on Rule 903 of Regulation S and in reliance upon similar exemptions from registration available under applicable state securities laws, will be made outside of the United States exclusively to persons or entities that are, and will be at the time of the delivery of the Bridge Units, not a U.S. Person (as such term is defined belowin Regulation S) and were, and are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description at the time of the matters required to be disclosed with respect to Placement Agent delivery of the Bridge Units, not acting for the account or benefit of a person in the United States or a U.S. Person. (f) Axxx X. Xxxxxxxxxx is the owner of Gottbetter Capital Group, Inc., Gottbetter & Partners, LLP and Placement Agent Related Persons pursuant Gottbetter Capital Markets, LLC. Gottbetter Capital Group owns shares of the Company. Gottbetter & Partners, LLP is counsel to the disclosure requirements of Rule 506(e) of Regulation D, to company and has represented the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating company in the Offeringproposed transaction for which it will receive legal fees in accordance with an executed retainer agreement. Placement Agent agrees to promptly notify Gottbetter Capital Markets, LLC is a placement agent for the Company private placement offering in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, the proposed transaction for which it may receive placement agent fees in accordance with the passage of time, become a Disqualification Event relating to any Placement Agent Related Personan executed placement agent agreement.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis The Placement Agent is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange ActAct (as defined below), and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated herebyBridge Notes or PPO Units. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company the Company, its or its their affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Bridge Note Offering or Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D D, Rule 903 of Regulation S or Section 4(a)(24(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. The Placement Agent will conduct the Bridge Note Offering and Offering in compliance with all applicable securities laws. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be boundaffiliates, or any person acting on behalf of the foregoing, has engaged or will engage in any Directed Selling Efforts (as such term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except is defined in each case as would not have a material adverse effect on the transactions contemplated herebyRegulation S). (e) Neither Any offer or solicitation of an offer to buy the Bridge Notes or PPO Units made by the Placement Agent nor or its affiliates, or any Placement Agent Related Persons person acting on behalf of the foregoing, in reliance on Rule 903 of Regulation S and in reliance upon similar exemptions from registration available under applicable state securities laws, will be made outside of the United States exclusively to persons or entities that are, and will be at the time of the delivery of the Bridge Notes or PPO Units, not a U.S. Person (as such term is defined belowin Regulation S) and were, and are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description at the time of the matters required to be disclosed with respect to Placement Agent delivery of the Bridge Notes or PPO Units, not acting for the account or benefit of a person in the United States or a U.S. Person. (f) Axxx X. Xxxxxxxxxx is the owner of Gottbetter Capital Group, Inc., Gottbetter & Partners, LLP and Placement Agent Related Persons pursuant Gottbetter Capital Markets, LLC. Gottbetter Capital Group owns shares of the Company. Gottbetter & Partners, LLP is counsel to the disclosure requirements of Rule 506(e) of Regulation D, to company and has represented the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating company in the Offeringproposed transaction for which it will receive legal fees in accordance with an executed retainer agreement. Placement Agent agrees to promptly notify Gottbetter Capital Markets, LLC is a placement agent for the Company private placement offering in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, the proposed transaction for which it may receive placement agent fees in accordance with the passage of time, become a Disqualification Event relating to any Placement Agent Related Personan executed placement agent agreement.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent represents represents, warrants and warrants to Company that the following representations and warranties are true and correct covenants as of the date of this Agreementfollows: (ai) Aegis is a corporation duly organized, validly existing and in good standing under It has the laws of the State of New York and has all requisite corporate necessary power and authority to enter into this Agreement and to carry out and perform its obligations under consummate the terms of this Agreementtransactions contemplated hereby. (bii) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due The execution and delivery by the Company, Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which a Placement Agent is a party or by which a Placement Agent or its properties are bound, or any judgment, decree, order or, to a Placement Agent’s knowledge, any statute, rule or regulation applicable to a Placement Agent. This Agreement constitutes the legal, valid and binding agreement obligation of the Placement Agent Agent, enforceable against it the Placement Agent in accordance with its terms, except as to the extent that (a) the enforceability hereof may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws relating to or affecting creditor’s rights from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof is subject to general equity principlesprinciples of equity, or (c) the indemnification provisions hereof may be held to be violative of public policy. (ciii) The Placement Agent will deliver to each Purchaser, prior to any submission by such person of a written offer relating to the purchase of the Common Stock, a copy of the Offering Documents, as they may have been most recently amended or supplemented by the Company. (iv) Upon receipt of an executed Subscription Agreement, the Placement Agent will promptly forward copies of the subscription documents to the Company. (v) The Placement Agent will not deliver the Offering Documents to any person they do not reasonably believe to be an Accredited Investor or to any person in a state where it does not reasonably believe that the Offering is exempt from the applicable state “Blue Sky” laws. (vi) The Placement Agent will not intentionally take any action which it reasonably believes would cause the Offering to violate the provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the respective rules and regulations promulgated thereunder (the “Rules and Regulations”). (vii) The Placement Agent shall have no obligation to insure that (a) any check, note, draft or other means of payment for the Units will be honored, paid or enforceable against the subscriber in accordance with its terms; or (b) subject to the performance of the Placement Agent’s obligations and the accuracy of the Placement Agent’s representations and warranties hereunder, (i) the Offering is exempt from the registration requirements of the Securities Act or any applicable state “Blue Sky” law; or (ii) any prospective Purchaser is an Accredited Investor; provided that Placement Agent will not deliver the Offering Documents to any person they do not reasonably believe to be an Accredited Investor. (viii) The Placement Agent is a member in good standing of FINRA the NASD and is registered as a broker-dealer registered as such under the Exchange Act, Act and under the securities acts of each state into which it is making offers or sales laws of the Sharesstates in which the Securities will be offered or sold by the Placement Agent, unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in compliance with all applicable material rules and regulations of the SEC and FINRA, except applicable to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company or its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions generally and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (e) Neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating Agent’s participation in the Offering. Placement Agent agrees to promptly notify the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Person.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent represents warrants and warrants to Company that the following representations and warranties are true and correct covenants as of the date of this Agreementfollows: (ai) Aegis is a corporation duly organized, validly existing and in good standing under Placement Agent has the laws of the State of New York and has all requisite corporate necessary power and authority to enter into this Agreement and to carry out and perform its obligations under consummate the terms of this Agreementtransactions contemplated hereby. (bii) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due The execution and delivery by the Company, Placement Agent of this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange Act, and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company or its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions contemplated herein will not result in any violation of, or therein contemplated conflicts with be in conflict with, or violatesconstitute a default under, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be Placement Agent is bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, orderorder or, to Placement Agent’s knowledge, any statute, rule or regulation applicable to Placement Agent. This Agreement constitutes the legal, valid and binding obligation of Placement Agent, enforceable against Placement Agent in accordance with its terms, except to the extent that (a) the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof is subject to general principles of equity, or (c) the provisions hereof may be held to be violative of public policy. (iii) Placement Agent will deliver to each Accredited Investor, prior to any submission to such person of a written offer relating to the purchase of the Common Stock, a copy of the Transaction Documents, as it may have been most recently amended or supplemented by the Company. Placement Agent agrees not to engage in any activities in connection with the Offering in any state (i) in which the Offering is not qualified for sale or exempt from qualification under the applicable securities or blue sky laws thereof; (ii) in which Placement Agent or its agents may not lawfully so engage, or (iii) in which it or its agents are not a registered broker-dealer. (iv) Upon receipt of all executed Transaction Documents, Placement Agent will promptly forward copies of same to the Company. (v) Placement Agent will not deliver the Transaction Documents to any person it does not reasonably believe to be an Accredited Investor, and will offer and sell the Securities only to Accredited Investors as that term is defined if Rule 501 (a) promulgated under the Securities Act. Further, Placement Agent will not make any representations on behalf of the Company to any prospective purchasers of any material fact not contained in the Transaction Documents, and will provide Company’s counsel with copies of all agreements with any of its assets, except broker-dealer agents assisting Placement Agent in each case as would not have a material adverse effect on the transactions contemplated herebyOffering. (evi) Neither Placement Agent nor will not take any action which it reasonably believes would cause the Offering to violate the provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the respective rules and regulations promulgated thereunder (the “Rules and Regulations”). (vii) Placement Agent Related Persons shall use all reasonable efforts to determine (as defined belowa) are subject whether any prospective purchaser is an Accredited Investor; and (b) that any information furnished by a prospective investor is true and accurate, provided that for this purpose the Placement Agent shall conclusively be entitled to any Disqualification Eventrely upon an executed Investor Questionnaire in the form accompanying the Securities Purchase Agreement by a subscriber. Placement Agent has exercised reasonable care shall have no obligation to determine whether insure that any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the subscriber in accordance with its terms. (viii) Placement Agent Related Person and the other broker-dealers that Placement Agent elects to act as its agents for this Placement are and at all times during the Offering Period will remain members in good standing of FINRA and be and remain broker-dealers registered as such under the Exchange Act and under the securities laws of the states in which the Securities will be offered or sold by Placement Agent and its agents, unless an exemption for such state registration is available to Placement Agent or its agents. Placement Agent and its agents are in compliance with all material rules and regulations applicable to Placement Agent and its agents generally and to Placement Agent’s and its agent’s participation in the Offering. (ix) Placement Agent acknowledges that the Company is a public reporting issuer and, as such, is subject to a Disqualification Eventbroad range of U.S. federal securities laws including, without limitation, prohibitions against selective disclosure of material, non-public information pursuant to Regulation FD. The Memorandum contains a true Placement Agent understands and complete description of agrees that the matters required to be disclosed Company is relying on Placement Agent’s acknowledgement herein with respect to the confidential treatment by Placement Agent and its agents of the Transaction Documents and all of the information set forth therein and which Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering. Placement Agent agrees to promptly notify otherwise may obtain from the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that wouldits affiliates, with the passage of timeemployees, become a Disqualification Event relating to any Placement Agent Related Personadvisors and agents.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis The Placement Agent is a corporation duly organized, validly existing and in good standing under the laws of the State of New York Delaware and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange ActAct (as defined below), and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated herebyUnits. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company Pubco, InVivo, its or its their affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D D, Rule 903 of Regulation S or Section 4(a)(24(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (e) Neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering. Placement Agent agrees to promptly notify the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Person.

Representations, Warranties and Covenants of Placement Agent. (a) The Placement Agent represents shall, and warrants shall request its Brokers to Company agree to, comply with applicable NASD rules and regulations, the Securities Act, the Securities Exchange Act of 1934, as amended, and including all rules and regulations promulgated thereunder (the "1934 Act") and all applicable state securities laws and the rules and regulations promulgated thereunder in the states in which the Units are to be offered and in which the Company's counsel has advised the Placement Agent that the following representations and warranties Units are true and correct qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the date of this Agreement: (a) Aegis is a corporation duly organized, validly existing and in good standing under the laws sales of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this AgreementUnits. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange Act, and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would has not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company or its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or Securities Act and knows of any no reason why any such exemption would be otherwise unavailable to it. (c) The Placement Agent shall tender to the Company subscription agreements only from investors who represent that they qualify as, and are reasonably believed to be, "accredited investors" as such term is defined in Rule 501 of Regulation D. (d) None The Placement Agent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Placement Agent has all requisite power and authority to enter into and perform its obligations under the Transaction Documents. The execution and delivery of or performance each of the Transaction Documents has been duly authorized by the necessary corporate action on the part of the Placement Agent under this Agent. This Agreement or any has been duly executed and delivered and constitutes, and each of the other agreement or document entered into by Transaction Documents, upon due execution and delivery, will constitute legal, valid and binding obligations of the Placement Agent, enforceable against the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts accordance with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (e) Neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering. Placement Agent agrees to promptly notify the Company in writing of their respective terms (i) any Disqualification Event except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to any or affecting creditors' rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and except that no representation is made herein regarding the enforceability of the Placement Agent Related Person Agent's obligations to provide indemnification and contribution remedies under the securities laws, and (ii) any event that would, with subject to the passage limitations imposed by general equitable principles (regardless of time, become whether such enforceability is considered in a Disqualification Event relating to any Placement Agent Related Personproceeding at law or in equity).

Representations, Warranties and Covenants of Placement Agent. The Placement Agent represents and warrants to Company OPCO and Issuer that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the CompanyOPCO and Issuer, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange Act, and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company or its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (d) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange Act, and under the securities acts of each state into which it is making offers or sales of the Units. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Issuer, OPCO, its or their affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (e) Neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification EventEvent as of the date hereof. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Covered Person is subject to such a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any predecessor of Placement Agent, any affiliated issuer, any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering, any general partner or managing member of Issuer, any beneficial owner of 20% or more of Placement Agent’s outstanding voting equity securities, calculated on the basis of voting power, and any “promoter” (as defined in Rule 405 under the Act) connected with Placement Agent in any capacity. Placement Agent agrees to promptly notify the Company OPCO and Issuer in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Person.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent represents represents, warrants and warrants to Company that the following representations and warranties are true and correct covenants as of the date of this Agreementfollows: (a) Aegis is a corporation duly organized, validly existing and in good standing under A. It has the laws of the State of New York and has all requisite corporate necessary power and authority to enter into this Agreement and to carry out and perform its obligations under consummate the terms of this Agreementtransactions contemplated hereby. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due B. The execution and delivery by the Company, Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which a Placement Agent is a party or by which a Placement Agent or its properties are bound, or any judgment, decree, order or, to a Placement Agent’s knowledge, any statute, rule or regulation applicable to a Placement Agent. This Agreement constitutes the legal, valid and binding agreement obligation of the Placement Agent Agent, enforceable against it the Placement Agent in accordance with its terms, except as to the extent that (i) the enforceability hereof may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws relating to or affecting creditor’s rights from time to time in effect and affecting the rights of creditors generally, (ii) the enforceability hereof is subject to general equity principlesprinciples of equity, or (iii) the indemnification provisions hereof may be held to be violative of public policy. C. The Placement Agent will deliver to each Purchaser, prior to any submission by such person of a written offer relating to the purchase of the Debentures, a copy of the Offering Documents, as they may have been most recently amended or supplemented by the Company. D. Upon receipt of an executed Subscription Agreement, the Placement Agent will promptly forward the original subscription documents to the Company. E. The Placement Agent will not deliver the Offering Documents to any person they do not reasonably believe to be an Accredited Investor or to any person in a state where it does not reasonably believe that the Offering is exempt from the applicable state “Blue Sky” laws. F. The Placement Agent will not intentionally take any action which it reasonably believes would cause the Offering to violate the provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (cthe “Exchange Act”) or the respective rules and regulations promulgated thereunder (the “Rules and Regulations”). G. The Placement Agent shall have no obligation to insure that (i) any check, note, draft or other means of payment for the Debentures will be honored, paid or enforceable against the subscriber in accordance with its terms; or (ii) subject to the performance of the Placement Agent’s obligations and the accuracy of the Placement Agent’s representations and warranties hereunder, (a) the Offering is exempt from the registration requirements of the Securities Act or any applicable state “Blue Sky” law; or (b) any prospective Purchaser is an Accredited Investor; provided that Placement Agent will not deliver the Offering Documents to any person they do not reasonably believe to be an Accredited Investor. H. The Placement Agent is a member in good standing of FINRA the NASD and is registered as a broker-dealer registered as such under the Exchange Act, Act and under the securities acts of each state into which it is making offers or sales laws of the Sharesstates in which the Securities will be offered or sold by the Placement Agent, unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in compliance with all applicable material rules and regulations of the SEC and FINRA, except applicable to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company or its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions generally and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (e) Neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating Agent’s participation in the Offering. Placement Agent agrees to promptly notify the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Person.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis The Placement Agent is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered in good standing as a broker-dealer under the Exchange ActAct (as defined below), and under the securities acts of each state into which it is making offers or sales of the SharesConvertible Notes. The Placement Agent is in possession of, and operating in compliance with, all authorizations, licenses, permits, consents, certificates and orders required for the performance of its duties under this Agreement, and its performance of its duties hereunder will be in compliance with all applicable rules laws, including state securities and regulations Blue Sky laws and the securities laws of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated herebyapplicable foreign jurisdictions. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company or the Company, its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(24(2) of the ActAct or Regulation S as the case may be, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None No consent, approval, authorization or order of any court or governmental authority or agency is required for the execution and delivery of or performance by the Placement Agent of its obligations under this Agreement Agreement, except such as may be required by FINRA or any other agreement under Regulation D or document entered into by the Placement Agent in connection herewith state securities or the consummation of the transactions herein or therein contemplated conflicts with or violatesBlue Sky laws, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (e) Neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering. Placement Agent agrees to promptly notify the Company in writing of (i) any Disqualification Event relating undertake to any Placement Agent Related Person and (ii) any event that would, with file within the passage of time, become a Disqualification Event relating to any Placement Agent Related Personapplicable time period.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent represents and warrants to Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange Act, and under the securities acts of each state into which it is making offers or sales of the SharesSecurities. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company or its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (e) Neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating in the Offering. Placement Agent agrees to promptly notify the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Person.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent hereby represents and warrants to the Company that the following representations and warranties are true and correct as of the date of this Agreement: (a) Aegis The Placement Agent is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company, this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity principles. (c) The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange ActAct (as defined below), and under the securities acts of each state into which it is making offers or sales of the Shares. The Placement Agent is in compliance with all applicable rules and regulations of the SEC and FINRA, except to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated herebyMembership Interests. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company the Company, its or its their affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Navesink Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D D, Rule 903 of Regulation S or Section 4(a)(24(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. The Placement Agent will conduct the Navesink Offering in compliance with all applicable securities laws. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be boundaffiliates, or any person acting on behalf of the foregoing, has engaged or will engage in any Directed Selling Efforts (as such term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except is defined in each case as would not have a material adverse effect on the transactions contemplated herebyRegulation S). (e) Neither Any offer or solicitation of an offer to buy the Membership Interests made by the Placement Agent nor or its affiliates, or any Placement Agent Related Persons person acting on behalf of the foregoing, in reliance on Rule 903 of Regulation S and in reliance upon similar exemptions from registration available under applicable state securities laws, will be made outside of the United States exclusively to persons or entities that are, and will be at the time of the delivery of the Membership Interests, not a U.S. Person (as such term is defined belowin Regulation S) and were, and are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description at the time of the matters required to be disclosed with respect to Placement Agent delivery of the Membership Interests, not acting for the account or benefit of a person in the United States or a U.S. Person. (f) Axxx X. Xxxxxxxxxx is the owner of Gottbetter Capital Group, Inc., Gottbetter & Partners, LLP and Placement Agent Related Persons pursuant Gottbetter Capital Markets, LLC. Gottbetter Capital Group owns shares of Rackwise. Gottbetter & Partners, LLP is counsel to the disclosure requirements of Rule 506(e) of Regulation D, to Company and Rackwise and has represented the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating Company and Rackwise in the Offeringproposed transaction for which it will receive legal fees in accordance with executed retainer agreements. Placement Agent agrees to promptly notify Gottbetter Capital Markets, LLC is a placement agent for the Company private placement Navesink Offering in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, the proposed transaction for which it may receive placement agent fees in accordance with the passage of time, become a Disqualification Event relating to any Placement Agent Related Personan executed placement agent agreement.

Representations, Warranties and Covenants of Placement Agent. The Placement Agent represents represents, warrants and warrants to Company that the following representations and warranties are true and correct covenants as of the date of this Agreementfollows: (ai) Aegis is a corporation duly organized, validly existing and in good standing under It has the laws of the State of New York and has all requisite corporate necessary power and authority to enter into this Agreement and to carry out and perform its obligations under consummate the terms of this Agreementtransactions contemplated hereby. (bii) This Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due The execution and delivery by the Company, Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which a Placement Agent is a party or by which a Placement Agent or its properties are bound, or any judgment, decree, order or, to a Placement Agent's knowledge, any statute, rule or regulation applicable to a Placement Agent. This Agreement constitutes the legal, valid and binding agreement obligation of the Placement Agent Agent, enforceable against it the Placement Agent in accordance with its terms, except as to the extent that (a) the enforceability hereof may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws relating to or affecting creditor’s rights from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof is subject to general equity principlesprinciples of equity, or (c) the indemnification provisions hereof may be held to be violative of public policy. (ciii) The Placement Agent will deliver to each Investor, prior to any submission by such person of a written offer relating to the purchase of the Notes and Warrants, a copy of the Offering Documents, as they may have been most recently amended or supplemented by the Company. (iv) Upon receipt of an executed Subscription Agreement, the Placement Agent will promptly forward copies of the subscription documents to the Company. (v) The Placement Agent will not deliver the Offering Documents to any person they do not reasonably believe to be an Accredited Investor or to any person in a state where it does not reasonably believe that the Offering is exempt from the applicable state "Blue Sky" laws. (vi) The Placement Agent will not intentionally take any action which it reasonably believes would cause the Offering to violate the provisions of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") or the respective rules and regulations promulgated thereunder (the "Rules and Regulations"). (vii) The Placement Agent shall have no obligation to insure that (a) any check, note, draft or other means of payment for the Notes will be honored, paid or enforceable against the subscriber in accordance with its terms; or (b) subject to the performance of the Placement Agent's obligations and the accuracy of its representations and warranties hereunder, (i) the Offering is exempt from the registration requirements of the Securities Act or any applicable state "Blue Sky" law; or (ii) any prospective purchaser is an Accredited Investor; provided that Placement Agent will not deliver the Offering Documents to any person they do not reasonably believe to be an Accredited Investor. (viii) The Placement Agent is a member in good standing of FINRA the NASD and is registered as a broker-dealer registered as such under the Exchange Act, Act and under the securities acts of each state into which it is making offers or sales laws of the Sharesstates in which the Securities will be offered or sold by the Placement Agent, unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in compliance with all applicable material rules and regulations of the SEC and FINRA, except applicable to the extent that such noncompliance would not have a material adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf of the foregoing (other than Company or its affiliates or any person acting on its or their behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with the conditions generally and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available pursuant to Rule 506 of Regulation D or Section 4(a)(2) of the Act, or knows of any reason why any such exemption would be otherwise unavailable to it. (d) None of the execution and delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or any term of its certificate of incorporation or by-laws, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Placement Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby. (e) Neither Placement Agent nor any Placement Agent Related Persons (as defined below) are subject to any Disqualification Event. Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person is subject to a Disqualification Event. The Memorandum contains a true and complete description of the matters required to be disclosed with respect to Placement Agent and Placement Agent Related Persons pursuant to the disclosure requirements of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Placement Agent Related Persons” means any director, general partner, managing member, executive officer, or other officer of Placement Agent participating Agent's participation in the Offering. Placement Agent agrees to promptly notify the Company in writing of (i) any Disqualification Event relating to any Placement Agent Related Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Placement Agent Related Person.