During the Term (as defined below), the Company hereby engages Dinosaur, as exclusive placement agent, and Katalyst as financial advisor in connection with the Offering. The Agents hereby accept such appointment and agree to perform the services hereunder diligently and in good faith and in a professional and businesslike manner and in compliance with applicable law and to use its reasonable best efforts to assist the Company in completing the Offering.

This letter (the “Agreement”) constitutes our understanding with respect to the engagement of (i) Dinosaur Financial Group, LLC (“Dinosaur”), a registered broker dealer and member of the Financial Industry Regulatory Authority (“FINRA”) and SIPC, by [[Organization B:Organization]], a publicly traded corporation duly organized under the laws of the State of Delaware (the “Company”), to act as the exclusive placement agent and (ii) Katalyst Securities LLC (“Katalyst”), a registered broker dealer and member of the FINRA and SIPC, by the Company to act as financial advisor (Dinosaur together with Katalyst, collectively, the “Agents”) in connection with a public offering of the Company’s equity securities (the “Securities”) (the “Offering”). The full terms of the Offering, which is anticipated to be completed on or before August 1, 2019, will be agreed to by the Company. Nothing herein implies that the Agents would have the power or authority to bind the Company or an obligation of the Company to issue any Securities or proceed with any proposed transaction. The closing of any Offering will occur at such time and place as mutually agreed to by the Company and the Agents.