By MB. MB may terminate this Agreement:

On a monthly basis or such date as may be mutually agreed upon by the Company and the MB, the Company will transmit payment of any fees payable to the MB.

If the foregoing is in accordance with your understanding, please sign and return to us two (2) counterparts hereof, and upon the acceptance hereof by MB, this letter and such acceptance hereof shall constitute a binding agreement between the MB and the Company.

MB shall deliver a confirmation of the purchase transaction to the investor.

The Company and the MB hereby confirm that the Company has not paid, and will not pay, to the MB, and that the MB has not received, and will not receive from the Company or any of its other Affiliates, any non-cash consideration in connection with this Agreement or pursuant to any other agreement for financing, investment and/or advisory services within the 180-day period preceding the effective date of the Offering or within the 90-day period following such effective date.

Subject to the terms and conditions set forth in this Agreement, the Company hereby confirms its engagement of MP Securities as MB pursuant to which MP Securities will render services to the Company as MB for the offering and sale of the Notes as provided in this Agreement. MP Securities will act as the MB to sell the Notes on a best-efforts basis. MP Securities hereby accepts its appointment upon terms and conditions set forth in this Agreement. Nothing in this Agreement shall require MP Securities to purchase any of the Notes in the Offering.

The Company will issue the original Note and forward to the investor, with a copy to the MB.

MB shall retain books and records of all investor purchase documentation and related sales documentation for the Offering.

Procedure. If any action is brought against MB in respect of which indemnity may be sought against the Company pursuant to [Section 9(a)(i), MB]B] shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of the MB) and payment of actual expenses. MB or controlling person shall have the right to employ its or their own counsel in such case, but the fees and expenses of such counsel shall be at the expense of MB unless: # the employment of such counsel at the expense of the Company shall have been authorized in writing by the Company in connection with the defense of such action; # the Company shall not have employed counsel to have charge of the defense of such action; or # counsel to such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses firm of attorneys selected by MB shall be borne by the Company. Notwithstanding anything to the contrary contained herein, if MB shall assume the defense of such action as provided above, the Company shall have the right to approve the terms of any settlement of such action which approval shall not be unreasonably withheld.

Covenants and Agreements of Managing Broker. In connection with its appointment as MB for the Offering, MP Securities covenants and agrees to: