Common use of The Offering Clause in Contracts

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $50,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (c) During the Term (as defined below), the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $50,000,00020,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (c) During the Term (as defined below), the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $50,000,00075,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an on a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (c) During the Term (as defined below), the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $50,000,00025,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an on a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (c) During the Term (as defined below), the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $50,000,00012,500,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Parties mutually agree that Placement Agent’s duties in connection with this Offering shall be limited to the following administrative functions: (i) review of subscription agreements to determine whether all necessary information has been obtained from investors, to determine compliance with the investment limitation requirement, and to perform anti-money laundering checks; (ii) contact of Issuer and/or Issuer’s agents, if needed, to gather additional information or clarification from investors; (iii) advise Issuer as to permitted investment limits for investors pursuant to Regulation A, Tier 2; (iv) provide Issuer with prompt notice of inconsistent, incorrect or otherwise flagged subscriptions; (v) serve as registered agent where required for state blue sky requirements; and (vi) transmit subscription information to Issuer’s transfer agent. Under no circumstances in connection with this Offering will Placement Agent solicit a securities transaction, recommend Issuer’s securities, or provide investment advice to any prospective investor. (c) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (c) During the Term (as defined below), the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $50,000,00075,000,000 per annum. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (c) During the Term (as defined below), Placement Agent will serve Issuer as primary broker-dealer of record for the Offering, performing the following administrative functions on all capital raised: (i) review of subscription agreements to determine whether all necessary information has been obtained from investors, to determine compliance with the investment limitation requirement, and to perform anti-money laundering checks; (ii) contact of Issuer and/or Issuer’s agents, if needed, to gather additional information or clarification from investors; (iii) advise Issuer as to permitted investment limits for investors pursuant to Regulation A, Tier 2; (iv) provide Issuer with prompt notice of inconsistent, incorrect or otherwise flagged subscriptions; (v) serve as registered agent where required for state blue sky requirements; and (vi) transmit subscription information to Issuer’s transfer agent. The Issuer and its affiliates agree not to engage any other FINRA-licensed placement agent or broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source source, unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4.

The Offering. (a) We will seek currently anticipate raising up to assist you $10 million involving the sale of equity securities, including warrants (collectively, the “Securities”), to raise capital through a Regulation A, Tier 2 offering institutional and accredited investors (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $50,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent Company and the GAF and prospective investors. The Securities shall be offered and sold pursuant to an exemption provided under Section 4(2) of the Securities Act of 1933, as amended (the “Act”) and/or Regulation 506 promulgated by the Securities and Exchange Commission (“Commission”). (b) The Issuer expressly acknowledges that: (i) the Offering Although we cannot guarantee you that we will be undertaken an able to raise new capital, we will conduct the offering on a “best efforts” basis, (ii) Placement Agent will not be required . The Company understands and agrees that there is no obligation or commitment by GAF to purchase or place the Securities, and GAF shall have no liability to the Company in the event such purchase is not consummated for any reason. GAF shall have the right, at its option, to engage other broker dealer firms to assist it in the sale of the Securities at no additional cost or expense to the Company. September 22, 2005 During the term of our engagement, you agree not to use any other investment banking firm to raise capital (including debt) for the Company. You may however offer and sell securities to the offerees during the term of this agreement provided we are paid a fee in the event of a placement equal to 30% of the fee otherwise set forth herein for a similar placement effected by us. Strategic transactions that include the sale of debt or equity as part of a product development, marketing, licensing, services or other business relationship are excluded from the Issuerengagement and fees hereunder. Additionally, and (iii) the execution any purchase of this Agreement does not constitute a commitment debt or equity securities by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering Xxxxxxx Capital Group, Accentia Biopharmaceuticals, or the ability of Placement Agent to secure any financing on behalf of following identified Greek (non-US) investors: Xxxxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxxxxx & Hellenic Group are excluded from the Issuerengagement and fees hereunder. In no event shall the fee when aggregated with all placement fees incurred in connection with the placement exceed the aggregate fees as provided in Paragraph 2. (c) During GAF shall communicate to the Term (Company, orally or in writing, each offer to purchase Securities. The Company shall have the right, in its discretion reasonably exercised, to reject any offer received by GAF to purchase Securities, as defined below)a whole or in part, and any such rejection by the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and Company shall not utilize be deemed a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agentbreach of its agreements contained herein. The Issuer represents and warrants that the executionCompany shall accept each subscription unless in its discretion, delivery and performance of this Agreement does not violate the terms of any agreement it has a reasonable business or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entitylegal reason for rejection such subscription. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 II offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer Company of up to $50,000,00012 million. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the IssuerCompany, Placement Agent Digital Offering and the prospective investors. (b) The Issuer Company expressly acknowledges that: (i) the Offering will be undertaken an on a “best efforts” basis, (ii) Placement Agent Digital Offering will not be required to purchase any Securities from the IssuerCompany, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent Digital Offering to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent Digital Offering to secure any financing on behalf of the IssuerCompany. (c) During the Term (as defined below), the Issuer Company and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor other source of financing (whether equity, debt or otherwise (but excluding loans incurred in the ordinary course of the Company’s business from commercial banking institutions without an equity component, which shall be permissible), any investment banking firm, placement agent, financial advisor, intermediary or any other person or entity in connection with an offering of the Company’s Securities or any other financing source unless such engagement is through Placement Agentby the Company. The Issuer Company represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer you or its your affiliates are a party or to which Issuer you or its your affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow reallocate all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreementAgreement (excluding any right to receive any Placement Fee or other consideration), including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreementAgreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the IssuerCompany, the Issuer Company will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this AgreementDigital Offering. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4.

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 II offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer Company of up to $50,000,00010 million. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the IssuerCompany, Placement Agent Digital Offering and the prospective investors. (b) The Issuer Company expressly acknowledges that: (i) the Offering will be undertaken an a “best efforts” basis, (ii) Placement Agent Digital Offering will not be required to purchase any Securities from the IssuerCompany, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent Digital Offering to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent Digital Offering to secure any financing on behalf of the Issuer.Company. 1100 XXXXXXXXX XXXXXX, XXXXXX XXXXX, XX 00000 WEBSITE – WWX.XXXXXXXXXXXXXXX.XXX (c) During the Term (as defined below), the Issuer Company and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement AgentDigital Offering. The Issuer Company represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer you or its your affiliates are a party or to which Issuer you or its your affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the IssuerCompany, the Issuer Company will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent Digital Offering that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4.

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $50,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (c) During the Term (as defined below), the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4.

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $50,000,00075,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an on a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (ca) During the Term (as defined below), Placement Agent will serve Issuer as primary broker-dealer of record for the Offering, performing the following administrative functions on all capital raised: (i) review of subscription agreements to determine whether all necessary information has been obtained from investors, to determine compliance with the investment limitation requirement, and to perform anti-money laundering checks; (ii) contact of Issuer and/or Issuer’s agents, if needed, to gather additional information or clarification from investors; (iii) advise Issuer as to permitted investment limits for investors pursuant to Regulation A, Tier 2; (iv) provide Issuer with prompt notice of inconsistent, incorrect or otherwise flagged subscriptions; (v) serve as registered agent where required for state blue sky requirements; and (vi) transmit subscription information to Issuer’s transfer agent. The Issuer and its affiliates agree not to engage any other FINRA-licensed placement agent or broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source source, unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (dc) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4.

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $$50,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (c) During the Term (as defined below), the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4.

The Offering. (a) We will seek to assist act as your broker dealer of record and perform administrative and technology related functions which will allow you to raise capital through a Regulation A, Tier 2 II offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer Company of up to $50,000,00025.0 million. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the IssuerCompany, Placement Agent Digital Offering and the prospective investors. (b) The Issuer Company expressly acknowledges that: (i) the Offering will be undertaken an on a “best efforts” basis, (ii) Placement Agent Digital Offering will not be required to purchase any Securities from the IssuerCompany, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent Digital Offering to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent Digital Offering to secure any financing on behalf of the IssuerCompany. (c) During the Term (as defined below), the Issuer Company and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor other investment banking firm, placement agent, financial advisor, intermediary or any other financing source unless such engagement is through Placement Agentperson or entity in connection with the Offering. The Issuer Company represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer you or its your affiliates are a party or to which Issuer you or its your affiliates are bound with any other person or entity. (d) You acknowledge . For the avoidance of doubt, the Company is not prohibited from entering into agreements with other investment banking firms, placement agents, financial advisors or other intermediaries in connection with securities offerings that we may ask occur during the term other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for than the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4.

The Offering. (a) We will seek The Company has retained Sandler O’Nxxxx & Partners, L.P. (“Sandler”) to assist you to raise capital through a Regulation A, Tier 2 offering act as placement agent (the “Offering”) of the Securities to accredited and non-accredited investors (the “InvestorsPlacement Agent”) in an exempt transaction under Regulation A of connection with the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $50,000,000Offering. The actual terms Company hereby represents that it has provided to Adaxx xxue and amount correct copies of the Offering will depend on market conditions, and will be subject to negotiation all agreements between the Issuer, Company and Sandler and agrees that it shall not replace Sandler as Placement Agent without due cause and without having first consulted with Adaxx. Prior to retaining any replacement Placement Agent, the prospective investorsCompany shall consult with Adaxx, xncluding permitting Adaxx xx attend meetings with potential replacement Placement Agents and considering firms identified by Adaxx. (b) The Issuer expressly acknowledges that: (i) Company shall use reasonable best efforts to complete the Offering will be undertaken an a “best efforts” basis, (ii) Placement Agent will not be required prior to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf expiration of the IssuerOffering Period (as defined below). (c) During Each of Adaxx, Xhoxxxxx xxd Loexxx xxrees to cooperate with the Term Company in connection with the Offering, including by promptly providing comments to all draft agreements and written materials relating to the Offering, making himself and his representatives available (upon reasonable notice) for meetings and conference calls relating to the conduct of the Offering and participating in all road shows and investor meetings relating to the Offering (at the Company’s expense) as reasonably requested by the Company. (d) Adaxx xxd his counsel shall have the right to review and shall have the reasonable opportunity to comment on all written materials and agreements relating to the Offering. The Company and Adaxx xxd his representatives shall consult with each other in connection with the conduct of the Offering and the terms of the related agreements and any material decisions in connection therewith. (e) The parties agree that each of the following (in addition to any other conditions set forth in any agreement between any investor, on the one hand, and the Company, on the other hand) shall be conditions to the consummation of the Offering: (i) execution of mutually satisfactory employment agreements by the Company and the Bank, on the one hand, and each of Adaxx, Xhoxxxxx xxd Loexxx, xn the other hand (which employment agreements shall be effective only upon the consummation of the Offering (or such earlier date as may be agreed upon by the parties) and which shall provide for, among other customary terms and conditions, (A) the indemnification by the Company of Adaxx, Xhoxxxxx xxd Loexxx xxr any losses, costs, damages, actions, claims or proceedings arising out of or relating to their acts or omissions in connection with the Offering, other than in the case of their fraud or willful misconduct and (B) the award (the “Award”) of shares of Common Stock to Adaxx, Xhoxxxxx xxd Loexxx xxpresenting in the aggregate 0.50% of the outstanding shares of Common Stock on a fully diluted basis, after giving effect to the Offering (the “Pro Forma Fully Diluted Equity”) (or the greatest amount (not to exceed 0.50%) as shall be acceptable to the investors in the Offering based upon the advice of the Placement Agent following feedback from such investors and after Adaxx xxd the Company have had an opportunity to discuss such matter with the Placement Agent and any such investor)), and the appointment, effective concurrently with the consummation of the Offering (or such earlier date as may be agreed upon by the parties), of Adaxx, Xhoxxxxx xxd Loexxx xx Chief Executive Officer, Chief Financial Officer and Chief Credit Officer, respectively, of each of the Company and the Bank; Adaxx, Xhoxxxxx xxd Loexxx xxall have, with respect to the shares of Common Stock included in the Award, registration rights which are no less favorable than those granted to investors purchasing shares of Common Stock and/or Preferred Stock in the Offering; (ii) all regulatory approvals and filings required to consummate the Offering and the other transactions contemplated hereby shall have been obtained or made and all such approvals shall remain in full force and effect, and all statutory waiting periods in respect thereof shall have expired; provided that no regulatory approval shall require compliance with any restraint, limitation, requirement, provision or condition that would reasonably be expected to impair in any material respect the benefits of the transactions contemplated by this Agreement to any member of Management; (iii) effective upon the consummation of the Offering, the Board of Directors of each of the Company (the “Company Board”) and the Bank (the “Bank Board”) shall be reconstituted as mutually agreed by the parties; (iv) the Company shall have received aggregate gross proceeds from the Offering of at least $150,000,000; (v) effective not later than immediately prior to the consummation of the Offering, the articles of incorporation and bylaws of the Company shall be amended to the extent, if any, necessary to complete the Offering, it being understood that any amendment to the articles of incorporation is subject to the approval of the Company's shareholders; (vi) effective upon the consummation of the Offering, the Company’s equity compensation plans shall be amended as necessary to implement an equity incentive program for the grant to the Company’s and the Bank’s directors and employees of equity-based compensation awards representing not less than 8% of the Pro Forma Fully Diluted Equity (with approximately 75% of such awards to be granted in the form of restricted stock grants to Adaxx, Xhoxxxxx xxd Loexxx, xubject to the mutual determination of the Company, on the one hand, and Management, on the other hand, upon the advice of their respective counsel, that there are no legal limitations to such grants resulting from the Company’s issuance of the TARP Preferred (as defined below), ) (the Issuer “Equity Incentive Program Amendments”); and (vii) the United States Department of the Treasury shall have exchanged 100% of the shares of the Company's Series A preferred stock (the “TARP Preferred”) and its affiliates agree the warrants to purchase shares of Common Stock owned by it for shares of Common Stock with a value (based on the price per share of Common Stock in the Offering) equal to not to engage any other broker-dealer or intermediary more than 25% of the sum of the aggregate liquidation preference of the TARP Preferred and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entityaccrued but unpaid dividends thereon. (df) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for Not later than the next annual meeting of the Company’s shareholders following the completion of the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer Company shall submit to its shareholders a proposal to further amend the Company’s equity compensation plans as necessary to increase the awards eligible to be granted thereunder to an amount not less than 10% of the Pro Forma Fully Diluted Equity, it being understood that Management will not be responsible for paying any placement agency fees, commissions or expense reimbursements entitled to any Soliciting Dealers retained additional award of shares of Common Stock as a result of such amendment to the Company’s equity compensation plans, unless otherwise determined by Placement Agent the Company Board. (g) Each party shall have the right to make all regulatory filings necessary or appropriate in connection with the transactions contemplated hereby and shall provide the other party a reasonable opportunity to review and comment on any filing before submission to the applicable regulatory authority; provided that are in excess neither the Company, the Bank nor any of their representatives shall have the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4right to receive or review any sensitive personal biographical or financial information about any of Adaxx, Xhoxxxxx xx Loexxx.

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $50,000,00010,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an on a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (c) During the Term (as defined below), the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4.

The Offering. Pursuant to a Registration Statement on Form S-1, hereinafter described, the Company intends to distribute to the holders of record (athe "Current Shareholders") We of the Company's common stock, $0.01 par value per share (the "Common Stock"), as of March 26, 1997 (the "Record Date"), subscription rights (the "Subscription Rights") to subscribe for and purchase up to an aggregate of 2,701,619 Shares of Common Stock of the Company ("Shares") at a subscription price of $___ per share ("Subscription Price"). Each Current Shareholder will seek receive a non-transferable right to assist you subscribe for and purchase one additional share of Common Stock for each whole share of Common Stock owned on the Record Date. Such offering of Subscription Rights to raise capital Current Shareholders is referred to as the "Rights Offering" and shall be deemed to commence upon the date of the first general mailing of the prospectus, as hereinafter defined ("Commencement Date"). Upon completion of the Rights Offering, the Company will offer shares not subscribed for in the Rights Offering to members of the general public (the "Community Offering") to whom a copy of the prospectus (as hereinafter defined) is delivered and through participating registered broker-dealers in a Regulation A, Tier 2 concurrent syndicated community offering (the “"Syndicated Community Offering”"). The Rights Offering, the Community Offering and the Syndicated Community Offering, together, are collectively referred to as the "Offering." The Company has filed with the Securities and Exchange Commission ("Commission") a registration statement on Form S-1 (File No. 333-___________), including exhibits ("Registration Statement"), containing a prospectus relating xo xxx Xxxxrinx, xor the registration of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction Shares under Regulation A of the Securities Act of 19331933 ("1933 Act"), and has filed such amendments and supplements thereto, if any, and such amended prospectuses and supplemented prospectuses as may have been required to the date hereof. The prospectus, as amended (amended, on file with the “Securities Act”). We expect Commission at the time the Registration Statement initially becomes effective is hereinafter called the "Prospectus," except that if any prospectus is filed by the Offering will result in gross proceeds Company pursuant to the Issuer of up to $50,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (bRule 424(b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (c) During of the Term rules and regulations of the Commission under the 1933 Act (as defined below)"1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially becomes effective, the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and term "Prospectus" shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled refer to the benefits of this agreement, including prospectus filed pursuant to Rule 424(b) or (c) from and after the indemnification rights provided for herein. Unless otherwise agreed to by time said prospectus is filed with the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4Commission.