Common use of ENGAGEMENT TERM Clause in Contracts

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement and (ii) the date either party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim during the Engagement Term, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim agrees not to use any confidential information concerning the Company provided to Maxim by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty three (303) days month(s) from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten (10) days’ 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent the “Engagement Term.” The Company elects to terminate this Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of any reason even though the Placement (other than for Cause)Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, then and if within twelve (12) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim Placement Agent during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s Agents’ engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty three (303) days month(s) from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten (10) days’ 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent the “Engagement Term.” The Company elects to terminate this Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of any reason even though the Placement (other than for Cause)Agents were prepared to proceed with the Placement reasonably within the intent of this Agreement, then and if within twelve six (126) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim Placement Agents during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agents upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim agrees If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agents shall be paid by the Company to the Placement Agents on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agents each agree, severally and not jointly, not to use any confidential information concerning the Company provided to Maxim the Placement Agents by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentMaxim’s engagement hereunder shall will be until the earlier of (i) the final Closing Date of the Placement January 31, 2017 and (ii) the date either party terminates the engagement according to the terms completion of the next sentence (such date, Placement. The date of termination of this Agreement is referred to herein as the “Termination Date”). After an initial ” and the period of thirty (30) days from time during which this Agreement remains in effect is referred to herein as the date of “Term.” If the Company’s Engagement Letter, dated December 11, 2024, Company elects to terminate for any reason even though Maxim was prepared to proceed with the Placement Agent (reasonably within the “Engagement Letter”)intent of this Agreement and, the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities or issuances by the Company in connection with the restructuring of existing debt) with any of the investors contacted whereby Maxim introduced to the Company or introduced by with whom Maxim conducted discussions on behalf of the Company during the Engagement Termterm of this Agreement, then the Company will pay to Maxim upon the closing of such financing or receipt a finder’s fee equal to 8% of the gross proceeds raised by the Company from such proceeds financing. In the compensation set forth event, however, in Section 3 hereinthe course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement, the Placement Agent may do so prior to the Termination Date. “Cause,” for Upon such termination, Maxim shall deliver to the purpose Company a list of this Agreement, shall mean, as determined all investors contacted by a court Maxim during the term of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductits engagement. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 5 hereof and reimburse expenses which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D), and the confidentiality, indemnification and contribution provisions contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim agrees not to use any confidential information concerning the Company provided to Maxim by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement August 31, 2023, and (ii) the final closing date either party terminates the engagement according to the terms of the next sentence Placement (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty ; provided, however, that any party may terminate this Agreement upon fifteen (3015) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ prior written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter)parties. If the Agreement terminates for any reason (other than for “Cause”), or if there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)then, then if within twelve (12) months following such timetermination or Closing, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim Placement Agent, or with whom the Company had an in-person meeting or phone or video call that was facilitated by Placement Agent, or investor(s) to whom Placement Agent sent the Prospectus during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt the lower of such proceeds the compensation set forth in Section 3 hereinherein or the rate of compensation payable in the new financing. At the written request of the Company, Placement Agent shall provide the Company with a list of investors introduced by the Placement Agent, or with whom the Company had an in-person meeting or phone or video call that was facilitated by the Placement Agent or to whom the Placement Agent sent a Prospectus during the Term. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇Placement Agent’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten twenty (1020) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty sixty (3060) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten five (105) days’ days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim during the Engagement Term, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement. Notwithstanding the foregoing, within twelve (12) months following the Termination Date if the Company completes any financing of equity, equity-linked or debt or other capital raising activity (a “Subsequent Financing”) with any investors identified or contacted by the Placement Agent in connection with this Placement, then the Company shall pay the Placement Agent upon the closing of such Subsequent Financing the Cash Fee set forth in Section 3(A)(1) herein which is attributable to such investors; provided, however, the right to such compensation is subject to the Company’s right to terminate “for cause” pursuant to FINRA 5110(g)(5)(B).

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty three (303) days month(s) from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten (10) days’ 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent the “Engagement Term.” The Company elects to terminate this Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of any reason even though the Placement (other than for Cause)Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, then and if within twelve six (126) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim Placement Agent during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be (A) This Agreement will remain in effect until the earlier of (i) the final Closing Date date of the Placement and (ii) the date either a party terminates the engagement according to with the terms of the next sentence (such date, the “Termination Date”)sentence. After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the The engagement may be terminated at any time by either party upon on ten (10) days’ days prior written notice to the other partyparty until a Closing has occurred. Following the final Closing of this Placement, effective upon receipt of written notice to that effect by the other partythis Agreement will automatically terminate. The period described in the preceding two sentences shall represent date of termination of this Agreement is referred to herein from time to time as the “Engagement TermTermination Date.” The Agreement may not be earlier terminated except for Cause If, within six (defined hereinafter). If there is a Closing of the Placement, or if 6) months after the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such timeDate, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives other convertible securities other than any proceeds from, warrants issued in connection with this Agreement) with any of the investors contacted or introduced by Maxim during the Engagement TermPlacement Agent in connection with the Placement (other than Company Introduced Purchasers), then the Company will pay Maxim to the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing 1 upon closing of such conduct, and not curing such alleged conduct within ten financing. (10B) business days of notification of such alleged wrongful conduct. Notwithstanding anything herein to the contrary contained hereincontrary, subject to the six (6) months limitation described in Section 5(A) above, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay fees the compensation and reimburse expenses contained herein accruing prior to the Termination Date as described in Section 1, Section 4, this Section 5, Sections 8, 9 and 10 and all of Exhibit A attached hereto (the Company’s obligations contained in the Indemnification Provisions terms of which are incorporated by reference hereto), will survive any termination or expiration or termination of this Agreement. Maxim agrees The termination of this Agreement shall not affect the Company’s obligation to use pay fees to the extent provided for in Section 1 herein and shall not affect the Company’s obligation to reimburse the expenses accruing prior to such Termination Date to the extent provided for herein. All such accrued fees and reimbursements due shall be paid to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the Closing of the Placement or any confidential information concerning applicable portion thereof (in the Company provided event such fees are due pursuant to Maxim by the Company for any purposes other than those contemplated under this Agreementterms of Section 1 hereof).

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either party terminates the engagement according to the terms of the next sentence June 30, 2024 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Upon Closing of the Placement (other than for Cause)or if the Term ends prior to closing a Placement, then if within twelve nine (129) months following such timethe date hereof, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim Placement Agent during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either party terminates the engagement according to the terms of the next sentence March 31, 2020 (such date, the “Termination Date”). After an initial period of thirty (30) days from If the date of Company elects to terminate this Agreement for any reason even though the Company’s Engagement Letter, dated December 11, 2024, Placement Agent was prepared to proceed with the Placement Agent (reasonably within the “Engagement Letter”)intent of this Agreement, the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then and if within twelve (12) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or “wall crossed” by Placement Agent for purposes of the Placement during the term of this Agreement (other than investors introduced to the Placement Agent by the Company, which the Placement Agent agrees have been introduced by Maxim during the Engagement TermCompany), then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for herein to the purpose extent of this Agreement, shall mean, as determined the gross proceeds received by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of the Company solely from such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductcontacted investors. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. A. The Placement Agent’s engagement hereunder shall will be until the earlier of (i) the final Closing Date and February 27, 2026. The date of the Placement and (ii) the date either party terminates the engagement according termination of this Agreement is referred to the terms of the next sentence (such date, herein as the “Termination Date”). After an initial period of thirty (30) days from .” In the date event, however, in the course of the CompanyPlacement Agent’s Engagement Letterperformance of due diligence they deem it necessary to terminate the engagement, dated December 11, 2024, with the Placement Agent (may do so prior to the “Engagement Letter”), Termination Date. The Company may elect to terminate the engagement may be terminated at hereunder for any time by either party upon ten (10) days’ written notice reason prior to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior but will remain responsible for fees pursuant to Closing of Section 3 hereof with respect to the Placement (other than for Cause)Securities, then if within twelve (12) months following such time, sold in the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim during the Engagement Term, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductPlacement. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees and reimburse expenses contained herein actually earned pursuant to Section 3 hereof and the Company’s obligations provisions concerning confidentiality, indemnification and contribution contained herein, as well as provisions in the Indemnification Provisions Section 2(B)(ii) and Sections 10 – 14 hereof will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent as set forth in Section 3 and Section 4 shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the by the Company for any purposes other than those contemplated under this Agreement. B. Notwithstanding anything to the contrary herein, if the Company determines in its reasonable good faith judgment to make a Termination for Cause with respect to the Placement Agent, (i) the Company shall have no obligation to pay any Tail Fees under Section 3(C) of this Agreement; and (ii) the Company shall have no obligation to issue any Placement Agent Shares under Section 3(B) of this Agreement. For purposes of this Agreement, a “Termination for Cause” means (i) any material failure of the Placement Agent to provide the services in connection with the Placement contemplated in this Agreement, provided that such failure to provide such services is not a result of market, economic or political conditions, the Company’s condition (financial or otherwise), any failure by the Company to perform its obligations hereunder or under the securities laws, or any other circumstances outside the Placement Agent’s control, or (ii) fraud, gross negligence or willful misconduct by the Placement Agent.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement and (ii) the date either party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date”). After an initial period of thirty six (306) days months from the date of the Company’s Engagement Letter, dated December 11October 6, 20242023, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except other than for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim the Placement Agent during the Engagement Termterm of the Agreement as evidenced by a list of such investors provided to the Company upon the Termination Date, then the Company will pay Maxim upon the Placement Agent on the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇the Placement Agent’s gross negligence, willful misconduct, or a material breach of this the Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this the Agreement. Maxim The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this the Agreement.

ENGAGEMENT TERM. The Placement Agent’s Agents’ engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final Closing Date of the Placement and (ii) the date either party terminates the engagement according to the terms of the next sentence June 27, 2024 (such date, the “Termination Date”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim during the Engagement Term, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, (i) the provisions concerning confidentiality, indemnificationindemnification and contribution contained herein, contribution, future rights and the Company’s obligations to pay fees and reimburse expenses contained herein and (ii) the Company’s obligations contained in the Indemnification Provisions indemnification provisions will survive any expiration or termination of this Agreement, (iii) the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 3 hereof and which are permitted to be reimbursed under the FINRA Rules, and (iv) the Placement Agents’ right to receive fees pursuant to Section 15 hereof, will survive any expiration or termination of this Agreement. Maxim agrees not Nothing in this Agreement shall be construed to use limit the ability of the Placement Agents or their Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any confidential information concerning the Company provided to Maxim by the Company for any purposes other business relationship with Persons (as defined below) other than those contemplated the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under this Agreementcommon control with a Person as such terms are used in and construed under Rule 405 under the Securities Act. All such fees and reimbursements due shall be paid to the Placement Agents on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the Closing or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 3 hereof).

ENGAGEMENT TERM. The Placement Agent’s engagement as the Company’s exclusive financial advisor, sole managing underwriter and sole book running manager and investment banker in connection with the proposed Placement or any other equity financing hereunder shall be until the earlier of (i) the final Closing Date of the Placement and (ii) the date either party terminates the engagement according to the terms of the next sentence January 31, 2023 (such date, the “Termination Date”). After an initial period of thirty (30) days from If the date of Company elects to terminate this Agreement for any reason even though the Company’s Engagement Letter, dated December 11, 2024, Placement Agent was prepared to proceed with the Placement Agent (reasonably within the “Engagement Letter”)intent of this Agreement, the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then and if within twelve (12) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or “wall crossed” by Placement Agent for purposes of the Placement during the term of this Agreement (other than investors introduced to the Placement Agent by the Company, which the Placement Agent agrees have been introduced by Maxim during the Engagement TermCompany), then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received by the Company solely from such contacted investors. “Cause,” In the event the Company elects to terminate this Agreement for any reason, the purpose Placement Agent shall provide a list of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductcontacted investors. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement for a period of five (5) years, beginning on the date of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the The engagement may be terminated at any time by either party upon ten (10) days’ 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent the “Engagement Term.” The Company elects to terminate this Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of any reason even though the Placement (other than for Cause)Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, then and if within twelve six (126) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim the Placement Agent, which list of investors is provided to the Company, during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, herein as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of to such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductspecific investors. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date), subject to the limits set forth in Section 3.B. The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the The engagement may be terminated at any time by either party upon ten five (105) days’ days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent the “Engagement Term.” The Company elects to terminate this Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of any reason even though the Placement (other than for Cause)Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, then and if within twelve forty-five (1245) months days following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or first introduced to the Company by Maxim Placement Agent during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentMaxim’s engagement hereunder shall will be until the earlier of (i) the final Closing Date of the Placement September 15, 2016 and (ii) the date either party terminates the engagement according to the terms completion of the next sentence (such date, Placement. The date of termination of this Agreement is referred to herein as the “Termination Date”). After an initial ” and the period of thirty (30) days from time during which this Agreement remains in effect is referred to herein as the date of “Term.” If the Company’s Engagement Letter, dated December 11, 2024, Company elects to terminate for any reason even though Maxim was prepared to proceed with the Placement Agent (reasonably within the “Engagement Letter”)intent of this Agreement and, the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities or issuances by the Company in connection with the restricting of existing debt) with any of the investors contacted whereby Maxim introduced to the Company or introduced by with whom Maxim conducted discussions on behalf of the Company during the Engagement Termterm of this Agreement, then the Company will pay to Maxim upon the closing of such financing or receipt a finder’s fee equal to 8% of the gross proceeds raised by the Company from any such proceeds financing source introduced by Maxim. In the compensation set forth event, however, in Section 3 hereinthe course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement, the Placement Agent may do so prior to the Termination Date. “Cause,” for Upon such termination, Maxim shall deliver to the purpose Company a list of this Agreement, shall mean, as determined all investors contacted by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductMaxim during the Term. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 4 hereof and reimburse expenses which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D), and the confidentiality, indemnification and contribution provisions contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim agrees not to use any confidential information concerning the Company provided to Maxim by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement January 14, 2025 and (ii) the final closing date either party terminates the engagement according to the terms of the next sentence Placement (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty ; provided, however, that any party may terminate this Agreement on or after the two-hundred seventieth (30270th) days from day following the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party hereof upon ten (10) days’ days prior written notice to the other party, effective upon receipt of written notice to that effect by parties. If the Agreement terminates for any reason (other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except than for Cause (as defined hereinafterbelow). If ), or if there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)then, then if within twelve (12) months following such timetermination or Closing, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim the Placement Agent, or with whom the Company had an in-person meeting or phone or video call that was facilitated by the Placement Agent, or investor(s) to whom the Placement Agent sent the Time of Sale Prospectus during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt the lower of such proceeds the compensation set forth in Section 3 herein‎3 herein or the rate of compensation payable in the new financing. At the written request of the Company, the Placement Agent shall provide the Company with a list of investors introduced by the Placement Agent, or with whom the Company had an in-person meeting or phone or video call that was facilitated by the Placement Agent or to whom the Placement Agent sent a Time of Sale Prospectus during the Term. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇the Placement Agent’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten twenty (1020) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section ‎3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either party terminates the engagement according to the terms of the next sentence December 31, 2023 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Upon Closing of the Placement (other than for Cause)or if the Term ends prior to closing a Placement, then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim Placement Agent during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” herein provided, however, that such compensation shall not be payable for the purpose of this Agreement, shall mean, investors listed in Exhibit B to the Engagement Letter as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of long as the Company contractually owes compensation on any such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. investor to another financial advisor.. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. (a) The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement and (ii) December 31, 2024 (the date either party terminates the engagement according period of time during which this Agreement remains in effect is referred to the terms of the next sentence (such date, herein as the “Termination DateTerm”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim during the Engagement Term, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights confidentiality and the Company’s obligations to pay fees indemnification and reimburse expenses contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement. (b) For a period until January 31, 2025, the Company grants the Placement Agent the right of first refusal to act as sole agent or sole managing underwriter and sole book runner for any and all future public and private equity and public debt offerings during such period of the Company, or any successor to or any subsidiary of the Company. Placement Agent shall notify the Company within ten (10) days of its receipt of the written offer contemplated above as to whether or not it agrees to accept such retention. If Placement Agent should decline such retention, the Company shall have no further obligation to the Placement Agent with respect to the offering for which it has offered to retain the Placement Agent, except as specifically provided for herein. If, however, the terms of such financing proposal are subsequently modified in any material respect, the preferential right referred to herein shall apply to such modified proposal as if the original proposal had not been made. The Placement Agent’s failure to exercise its preferential right with respect to any particular proposal shall not affect its preferential rights relative to future proposals. Notwithstanding the foregoing, the right of first refusal shall be subject to FINRA Rule 5110(g)(5)(B), including that the right of first refusal may be terminated by the Company for “cause,” which shall include the Placement Agent’s material failure to provide the services contemplated in this Agreement, and the Company’s exercise of its right of “termination for cause” eliminates any obligations with respect to the payment of any termination fee or provision of the right of first refusal.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either party terminates the engagement according to the terms of the next sentence May 15, 2024 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The This Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing by the Company prior to the completion of the Placement, or if the Termination Date occurs prior to Closing of the Placement (Term other than for “Cause)”. For purposes of this Agreement, then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim during the Engagement Term, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligencefraud, willful misconduct, gross negligence or a material breach of this AgreementAgreement by the Placement Agent. In the event that the Company believes that the Placement Agent has engaged any conduct constituting Cause, after being notified the Company must first notify the Placement Agent in writing of the facts and circumstances supporting such conduct, an assertion(s) and not curing such alleged conduct within allow the Placement Agent ten (10) business days of notification of to cure such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement for any reason, all fees and expense reimbursement due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date), subject to the amount set forth in Section 3. The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either party terminates the engagement according to the terms of the next sentence May 31, 2020 (such date, the “Termination Date”). After an initial period of thirty (30) days from If the date of Company elects to terminate this Agreement for any reason even though the Company’s Engagement Letter, dated December 11, 2024, Placement Agent was prepared to proceed with the Placement Agent (reasonably within the “Engagement Letter”)intent of this Agreement, the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then and if within twelve (12) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or “wall crossed” by Placement Agent for purposes of the Placement during the term of this Agreement (other than investors introduced to the Placement Agent by the Company, which the Placement Agent agrees have been introduced by Maxim during the Engagement TermCompany), then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received by the Company solely from such contacted investors. “Cause,” In the event the Company elects to terminate this Agreement for any reason, the purpose Placement Agent shall provide a list of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductcontacted investors. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement The Agreement may be terminated at any time by either party upon ten (10) days’ days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except Company elects to terminate for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of any reason even though the Placement (other than for Cause)Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, then and, if within twelve six (126) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim the Placement Agent to the Company during the Engagement Termterm of this Agreement, then the Company will pay Maxim to the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for If the purpose of this AgreementCompany reasonably anticipates that the Placement Agent may become entitled to payment as set forth in the preceding sentence, the Company shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing use its best efforts to notify the Placement Agent promptly of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations to pay any fees actually earned pursuant to Section 3 hereof, and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentMaxim’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either party terminates the engagement according to the terms of the next sentence June 30, 2018 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty (30) days from If the date of the Company’s Engagement Letter, dated December 11, 2024, Company elects to terminate for any reason even though Maxim was prepared to proceed with the Placement Agent (the “Engagement Letter”)and, the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim during the Engagement Termterm of this Agreement, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 1 herein. “Cause,” for If the purpose of this AgreementCompany reasonably anticipates that Maxim may become entitled to payment as set forth in the preceding sentence, the Company shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing use its best efforts to notify Maxim promptly of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. possible payment Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). Maxim agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until will expire on the earlier of (i) the final Closing Date of the Placement and (ii) the date either party terminates the engagement according to the terms of the next sentence August 15, 2017 (such date, the “Termination Date”). After an initial period of thirty (30) days from In the date event, however, in the course of the CompanyPlacement Agent’s Engagement Letterperformance of due diligence they deem it necessary to terminate the engagement, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice do so prior to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)and upon immediate written notice. If, then if within twelve (12) months following such timeafter the Termination Date, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (except for the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or purchasers who were first introduced to the Company in connection with the financing contemplated hereby by Maxim during the Engagement TermPlacement Agent, then the Company will pay Maxim to the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. 1 herein (the “Cause,” for Termination Fee”); provided that no such Termination Fee shall be payable if Placement Agent has terminated the purpose of Placement pursuant to this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductsection. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s representations and warranties and obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a Closing occurs. Maxim agrees All such fees and reimbursements due shall be paid to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the Closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). The Placement Agent agrees, severally and not jointly, not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement Placement, and (ii) the date either party terminates the engagement according to the terms of the next sentence June 30, 2024 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After In the event the Company has not had its Registration Statement declared effective by the Commission by the end of the Termination Date, the Term shall be extended automatically for an initial additional 45-day period or until the Registration Statement is declared effective by the Commission, whichever is earlier (it is understood and agreed that this sentence only applies to a primary Registration Statement and not a re-sale Registration Statement). During the Term or until the consummation of thirty the Placement, and as long as the Placement Agent is proceeding in good faith with preparations for the Placement, the Company agrees not to solicit, negotiate with or enter into any agreement with any other source of financing (30whether equity, convertible, debt (excluding commercial debt) days from the date or otherwise), any underwriter, potential underwriter, placement agent, financial advisor or any other person or entity in connection with a registered offering of the Company’s securities or any other public financing by the Company without the express written consent of the Placement Agent. It is further understood and agreed that during the Term, the Company and the Placement Agent may mutually determine that instead of proceeding with the Placement, the Company may alternatively proceed with a different offering of its equity, convertible or debt securities. In such an event, the Placement Agent’s exclusivity to act as the sole placement agent and lead manager (“Exclusivity”) in connection with the Placement enumerated in the Engagement Letter, dated December 11October 5, 20242023, with between the Company and the Placement Agent (shall still apply. For the “Engagement Letter”)avoidance of doubt, the engagement may be terminated at any time by either party upon ten (10) days’ written notice this Exclusivity does not apply to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing Company’s private placements and unregistered offerings of the Placement, Company’s securities not involving any placement agent or if underwriter. Following either (i) the occurrence of the Closing or (ii) the Termination Date occurs prior to Closing of ((i) and (ii) collectively called and “Event”) in the Placement (other than for Cause), then if event within twelve (12) months following such timean Event, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities issued in the Placement) with any of the investors contacted by the Placement Agent or introduced by Maxim the syndicate during the Engagement Term, then the Company will pay Maxim to the Placement Agent upon the closing of such other financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this AgreementAgreement for twelve (12) months, irrespective of whether a closing occurs. Maxim All such fees and reimbursements due shall be paid to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date), or upon the Closing, any applicable portion thereof (in the event such fees are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s Agents’ engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty twelve (3012) days month(s) from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten (10) days’ 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause If within six (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (126) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim Placement Agents during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agents upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim agrees If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agents shall be paid by the Company to the Placement Agents on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agents each agree, severally and not jointly, not to use any confidential information concerning the Company provided to Maxim the Placement Agents by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either party terminates the engagement according to the terms of the next sentence March 31, 2021 (such date, the “Termination Date”). After an initial period of thirty (30) days from If the date of Company elects to terminate this Agreement for any reason even though the Company’s Engagement Letter, dated December 11, 2024, Placement Agent was prepared to proceed with the Placement Agent (reasonably within the “Engagement Letter”)intent of this Agreement, the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then and if within twelve (12) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or “wall crossed” by Placement Agent for purposes of the Placement during the term of this Agreement (other than investors introduced to the Placement Agent by the Company, which the Placement Agent agrees have been introduced by Maxim during the Engagement TermCompany), then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received by the Company solely from such contacted investors. “Cause,” In the event the Company elects to terminate this Agreement for any reason, the purpose Placement Agent shall provide a list of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductcontacted investors. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either party terminates the engagement according to the terms of the next sentence February 5, 2025 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Upon Closing of the Placement (other than for Cause)or if the Term ends prior to closing a Placement, then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, linked convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim the Placement Agent during the Engagement Term, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be is effective from August 2, 2023 (the “Effective Date”), the date of the Company’s Engagement Letter with the Placement Agent (the “Engagement Letter”), until the earlier of (i) the final Closing Date of the Placement and (ii) 12 months from the date either party terminates the engagement according to the terms of the next sentence Effective Date (such date, the “Termination Date”). After an initial period of thirty six (306) days months from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except other than for Cause (defined hereinafter)) during the initial six (6) months. If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim the Placement Agent during the Engagement Termterm of this Agreement, then the Company will pay Maxim upon the Placement Agent on the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇the Placement Agent’s gross negligence, willful misconduct, or a material breach of this the Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement Placement, and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the period of time during which this Agreement remains in effect is referred to herein as the “Termination DateTerm”). After an initial period of thirty (30) days from If the date of the Company’s Engagement Letter, dated December 11, 2024, with Company elects to terminate this Agreement prior to Closing for any reason even though the Placement Agent (was prepared to proceed with the “Engagement Letter”)Closing within the intent of this Agreement, the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then and if within twelve six (126) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) for which the Placement Agent is not acting as underwriter or placement agent with any of the investors contacted or introduced by Maxim during the Engagement TermPlacement Agent other than current Company security holders that have an existing and documented relationship with the Company (the “PA Investors”), then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for 3(A) above to the purpose extent of this Agreement, shall mean, as determined the gross proceeds received by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of the Company from such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductPA Investors. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and any obligation of the Company’s obligations Company to pay any fees pursuant to Section 3 hereof, confidentiality and reimburse expenses indemnification and contribution or Right of First Refusal contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees and expense reimbursement due to the Placement Agent, if any, shall be paid by the Company to the applicable Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement May 3, 2025 and (ii) the final closing date either party terminates the engagement according to the terms of the next sentence Placement (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty ; provided, however, that any party may terminate this Agreement on or after the two-hundred seventieth (30270th) days from day following the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party hereof upon ten (10) days’ days prior written notice to the other party, effective upon receipt of written notice to that effect by parties. If the Agreement terminates for any reason (other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except than for Cause (as defined hereinafterbelow). If ), or if there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)then, then if within twelve (12) months following such timetermination or Closing, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim the Placement Agent, or with whom the Company had an in-person meeting or phone or video call that was facilitated by the Placement Agent, or investor(s) to whom the Placement Agent sent the Time of Sale Prospectus during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt the lower of such proceeds the compensation set forth in Section 3 herein‎3 herein or the rate of compensation payable in the new financing. At the written request of the Company, the Placement Agent shall provide the Company with a list of investors introduced by the Placement Agent, or with whom the Company had an in-person meeting or phone or video call that was facilitated by the Placement Agent or to whom the Placement Agent sent a Time of Sale Prospectus during the Term. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇the Placement Agent’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten twenty (1020) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section ‎3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent▇▇▇▇▇’s engagement hereunder shall may be until terminated by written notice upon the earlier of (i) fifteen (15) business days following the final Closing Date of the Placement date hereof and (ii) the date either party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing completion of the Placement, or if . Termination shall be deemed effective two (2) days after written notice has been received by the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim during the Engagement Term, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of party terminating this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D), and the confidentiality, indemnification, contribution, future rights and the Company’s obligations to pay fees and reimburse expenses contribution provisions contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim ▇▇▇▇▇ agrees not to disclose or use any confidential information concerning the Company provided to Maxim it by the Company for any purposes other than those contemplated under this Agreement. If the Company elects to terminate for any reason even though ▇▇▇▇▇ was prepared to proceed with the Placement reasonably within the intent of this engagement letter and, if within six (6) months following such termination, the Company completes any financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities or issuances by the Company in connection with the restricting of existing debt) with any of the investors whereby Maxim introduced to the Company or with whom ▇▇▇▇▇ conducted discussions on behalf of the Company during the term of this agreement (collectively, the “Tail Investors”), then the Company will pay to Maxim upon the closing of such financing a finder’s fee equal to 7% of the gross proceeds raised by the Company from such financing. ▇▇▇▇▇ shall provide the Company with a list of Tail Investors as described in this section within five (5) business days of termination of this Agreement. Notwithstanding anything herein to the contrary, it is hereby acknowledged and agreed that if the Company secures financing from any strategic investor, existing shareholder (i.e. a shareholder as of the date of this Agreement) or any other investor that is not a Tail Investor, Maxim shall not be entitled to the fee referred to in this Section 6.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement Placement, and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the period of time during which this Agreement remains in effect is referred to herein as the “Termination DateTerm”). After an initial period of thirty ten (3010) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten (10) days’ days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent the “Engagement Term.” The Company elects to terminate this Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of any reason even though the Placement (other than for Cause)Agents were prepared to proceed with the Placement reasonably within the intent of this Agreement, then and if within twelve six (126) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim Placement Agents during the Engagement Termterm of this Agreement (provided, the Company has pre-approved such contact in writing), then the Company will pay Maxim the Placement Agents upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights confidentiality and the Company’s obligations to pay fees indemnification and reimburse expenses contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and Agreement (ii) the period of time during which this Agreement remains in effect is referred to herein as the “Term”). The date either party terminates the engagement according of termination of this Agreement is referred to the terms of the next sentence (such date, herein from time to time as the “Termination Date”). After an initial period of thirty (30) days from .” However, if in the date course of the CompanyPlacement Agent’s Engagement Letterperformance of due diligence, dated December 11it deems it necessary to terminate the Agreement because such due diligence reveals facts and circumstances that make it impractical to (in the Placement Agent’s sole discretion) to proceed further with the Placement, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party do so immediately upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim during the Engagement Term, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 hereinCompany. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇the Placement Agent’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification notification. If, within twelve (12) months after the Termination Date, the Company completes any public or private offering of equity, equity-linked, convertible or debt securities or other capital raising activity of the Company with, or receives any proceeds from, any of the Purchasers who were contacted by the Placement Agent in connection with the Placement, the Company will pay to the Placement Agent upon the closing of such alleged wrongful conductfinancing or the receipt of such proceeds the compensation set forth in Section 3. For the avoidance of doubt, if any such proceeds are received pursuant to an ELOC, the Company shall pay to the Placement Agent the compensation set forth in Section 3 for so long as such ELOC remains in effect. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights confidentiality and the Company’s obligations to pay fees indemnification and reimburse expenses contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement. Subject to the twelve (12) months’ limitation described above, the obligation to pay the compensation and expenses described in Section 3 will survive any termination or expiration of this Agreement. The termination of this Agreement shall not affect the Company’s obligation to pay fees to the extent provided for in Section 3 herein and shall not affect the Company’s obligation to reimburse the expenses accruing prior to such termination to the extent provided for herein. All such fees and reimbursements due shall be paid to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the Closing or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 3 hereof). Notwithstanding the Term of this Agreement, the Placement Agent shall continue to serve as the exclusive placement agent to the Company for any private placement or alternative offering (registered or unregistered) of the Company’s equity, equity-linked, convertible, or debt securities, pursuant to the terms of the engagement letter with the Company dated June 4, 2025.

ENGAGEMENT TERM. The Placement Agent▇▇▇▇▇’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final Closing Date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letterlasting until October 31, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)2023, the engagement Agreement may be terminated at any time by either party upon ten thirty (1030) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except other than for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve six (126) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim ▇▇▇▇▇ during the Engagement Termterm of this Agreement, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 1 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim ▇▇▇▇▇ agrees not to use any confidential information concerning the Company provided to Maxim by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty three (303) days month(s) from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten (10) days’ 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent the “Engagement Term.” The Company elects to terminate this Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of any reason even though the Placement (other than for Cause)Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, then and if within twelve six (126) months following such time, termination the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim the Placement Agent during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentMaxim’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date”). After an initial period of thirty three (303) days month from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten seven (107) days’ days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described , provided that to the extent that the Company has executed one or more Purchase Agreements in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing respect of the Placement, or if the Termination Date occurs prior to Closing Company may not terminate this Agreement until the earlier of the Placement Closing Date or the termination of such Purchase Agreements. If within six (other than for Cause), then if within twelve (126) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim during the Engagement Termterm of this Agreement, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 1 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses earned or due prior to the termination of the Agreement contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim agrees not to use any confidential information concerning the Company provided to Maxim by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentMaxim’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty one (301) days month(s) from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten (10) days’ 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except Company elects to terminate for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior any reason even though Maxim was prepared to Closing of proceed with the Placement (other than for Cause)reasonably within the intent of this Agreement and, then if within twelve six (126) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim during the Engagement Termterm of this Agreement, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 1 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). Maxim agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s 's engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “"Termination Date”"). After The Agreement may be terminated, after an initial period of thirty two (302) days months from the date of the Company’s Engagement Letter, dated December 11October 16, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ 10 days written notice to the other party, effective upon receipt . Following either (i) the occurrence of written notice to that effect by the other party. The period described closing of the Placement or (ii) in the preceding two sentences shall represent event that the “Engagement Term.” The Agreement may not be earlier terminated except Company elects to terminate the Placement Agent's engagement hereunder for any reason, other than for Cause (as defined hereinafterin the Engagement Agreement). If there is a Closing of , even though the Placement Agent was prepared to proceed with the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)and, then in either case, if within twelve (12) months following the closing or any such timetermination, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim the Placement Agent during its engagement as evidenced by a list of such investors provided to the Engagement TermCompany upon such closing or termination, then the Company will pay Maxim to the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received. “Cause,” for If the purpose of this AgreementCompany reasonably anticipates that the Placement Agent may become entitled to payment as set forth in the preceding sentence, the Company shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing use its best efforts to notify the Placement Agent promptly of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s 's obligations to pay fees and reimburse expenses contained herein and the Company’s 's obligations contained in the Indemnification Provisions will survive any expiration or termination of this AgreementAgreement for twelve (12) months, irrespective of whether a closing occurs. Maxim All such fees and reimbursements due shall be paid to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement and (ii) the date either party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date”). After an initial period of thirty twelve (3012) days months from the date of the Company’s Engagement Letter, dated December 1122, 20242022, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except other than for Cause (defined hereinafter). If there is a Closing hereinafter).Following either (i) the occurrence of the Placement, closing of the Placement or if (ii) in the Termination Date occurs prior event that the Company elects to Closing of terminate the Placement Agent’s engagement hereunder for any reason even though the Placement Agent was prepared to proceed with the Placement (other than for Causecause), then and, in either case, if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with(other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities),with any of the investors contacted or introduced by Maxim the Placement Agent during the Engagement Termterm of the Agreement as evidenced by a list of such investors provided to the Company upon the Termination Date, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇Placement Agent’s gross negligence, willful misconduct, or a material breach of this the Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreementthe Agreement for twelve (12) months, irrespective of whether a closing occurs. Maxim The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this the Agreement.

ENGAGEMENT TERM. The Placement Agent’s Agents’ engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date when either party to this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “Termination Date”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement The Agreement may be terminated at any time by either party upon ten (10) days’ days written notice to the other party. The Placement Agents may terminate this Agreement if it reasonably determines that it is unsatisfied with the results of its due diligence investigation, effective upon receipt of written notice notwithstanding its best efforts to that effect complete the Placement. The Company may terminate this Agreement for “Cause” (which shall mean a material breach by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim during the Engagement Term, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose Agents of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, Agreement or a material breach of failure by the Placement Agents to provide the services as contemplated by this Agreement, after being notified in writing ) pursuant to and within the meaning of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductFINRA Rule 5110(g)(5)(B). Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. Maxim agrees All such fees and reimbursements due shall be paid to the Placement Agents on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees and reimbursements are due as of the Termination Date). The Placement Agents agree not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the The engagement may be terminated at any time by either party upon ten five (105) days’ days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent the “Engagement Term.” The Company elects to terminate this Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of any reason even though the Placement (other than for Cause)Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, then and if within twelve forty-five (1245) months days following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted Company (other than the exercise by any person or introduced by Maxim during entity of any options, warrants or other convertible securities) with the Engagement TermInvestor, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentLead Manager’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final Closing Date closing date of the Placement and Placement, (ii) one hundred and twenty (120) days from the date either party terminates the engagement according to the terms of the next sentence hereof (such date, the “Termination Date”). After an initial period of thirty In the event the Company has not had its Registration Statement approved by the Commission (30as referenced herein) days from the date as of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)Termination Date, the engagement may Termination Date shall be terminated at any time by either party extended automatically for an additional 45-day period upon ten (10) days’ written notice to the other party, effective upon receipt approval of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter)Registration Statement. If there is a Closing of the Company elects to terminate for any reason even though the Lead Manager was prepared to proceed with the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)and, then if within twelve (12) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by the Lead Manager during the term of this Agreement as evidenced by a list of such investors provided by Maxim during the Engagement Termupon written request, then the Company will pay Maxim to the Lead Manager upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 1 herein. “Cause,” for If the purpose of this AgreementCompany reasonably anticipates that the Lead Manager may become entitled to payment as set forth in the preceding sentence, the Company shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing use its best efforts to notify the Lead Manager promptly of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. Maxim All such fees and reimbursements due shall be paid to the Lead Manager on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). ▇▇▇▇▇ agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.. China Bat Group, Inc.February 25, 2019Page 6

ENGAGEMENT TERM. The Placement AgentLead Manager’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final Closing Date closing date of the Placement and Placement, (ii) the date either party terminates the engagement according to the terms of the next sentence July 31, 2018 (such date, the “Termination Date”). After an initial period of thirty In the event the Company has not had its Registration Statement approved by the Commission (30as referenced herein) days from the date as of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)Termination Date, the engagement may Termination Date shall be terminated at any time by either party extended automatically for an additional 45-day period upon ten (10) days’ written notice to the other party, effective upon receipt approval of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter)Registration Statement. If there is a Closing of the Company elects to terminate for any reason even though the Lead Manager was prepared to proceed with the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)and, then if within twelve (12) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted introduced to the Company or introduced wall-crossed by Maxim the Lead Manager during the Engagement Termterm of this Agreement, then the Company will pay Maxim to the Lead Manager upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” 1 herein for the purpose of this Agreementamounts raised from such investors. If the Company reasonably anticipates that the Lead Manager may become entitled to payment as set forth in the preceding sentence, the Company shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing use its best efforts to notify the Lead Manager promptly of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. Maxim All such fees and reimbursements due shall be paid to the Lead Manager on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). ▇▇▇▇▇ agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until will expire on the earlier of (i) the final Closing Date of the Placement and (ii) the date either party terminates the engagement according to the terms of the next sentence October 24, 2018 (such date, the “Termination Date”). After an initial period of thirty (30) days from In the date event, however, in the course of the CompanyPlacement Agent’s Engagement Letterperformance of due diligence they deem it necessary to terminate the engagement, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice do so prior to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of and upon immediate written notice. If, within six months after the Placement (other than for Cause), then if within twelve (12) months following such timeTermination Date, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities in effect prior to the date of this Agreement) with any of the investors contacted or purchasers who were first introduced to the Company in connection with the Placement by Maxim during the Engagement TermPlacement Agent, then the Company will pay Maxim to the Placement Agent upon the closing of such financing or receipt of gross proceeds from such proceeds financing the compensation set forth in Section 3 herein. 1 herein (the “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductIntroduction Fee”). Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s representations and warranties and obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. Maxim All such fees and reimbursements due shall be paid to the Placement Agent from gross proceeds received by the Company from the Placement either (a) on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or (b) upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be (A) This Agreement will remain in effect until the earlier of (i) the final Closing Date date of the Placement and (ii) the date either a party terminates the engagement according to with the terms of the next sentence (such date, the “Termination Date”)sentence. After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the The engagement may be terminated at any time by either party upon on ten (10) days’ days prior written notice to the other partyparty until a Closing has occurred. Following the final Closing of this Placement, effective upon receipt of written notice to that effect by the other partythis Agreement will automatically terminate. The period described in the preceding two sentences shall represent date of termination of this Agreement is referred to herein from time to time as the “Engagement TermTermination Date.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the PlacementIf, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such timeafter the Termination Date, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives other convertible securities other than any proceeds from, warrants issued in connection with this Agreement) with any of the investors contacted or introduced by Maxim during the Engagement TermPlacement Agent in connection with the Placement (other than Company Introduced Purchasers), then the Company will pay Maxim to the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing 1 upon closing of such conduct, and not curing such alleged conduct within ten financing. (10B) business days of notification of such alleged wrongful conduct. Notwithstanding anything herein to the contrary contained hereincontrary, subject to the twelve (12) months limitation described in Section 5(A) above, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay fees the compensation and reimburse expenses contained herein accruing prior to the Termination Date as described in Section 1, Section 4, this Section 5, Sections 9, 10 and 11 and all of Exhibit A attached hereto (the Company’s obligations contained in the Indemnification Provisions terms of which are incorporated by reference hereto), will survive any termination or expiration or termination of this Agreement. Maxim agrees The termination of this Agreement shall not affect the Company's obligation to use pay fees to the extent provided for in Section 1 herein and shall not affect the Company's obligation to reimburse the expenses accruing prior to such Termination Date to the extent provided for herein. All such accrued fees and reimbursements due shall be paid to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the Closing of the Placement or any confidential information concerning applicable portion thereof (in the Company provided event such fees are due pursuant to Maxim by the Company for any purposes other than those contemplated under this Agreementterms of Section 1 hereof).

ENGAGEMENT TERM. The Placement AgentM▇▇▇▇’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date”). After an initial period of thirty three (303) days month from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten seven (107) days’ days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described , provided that to the extent that the Company has executed one or more Purchase Agreements in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing respect of the Placement, the Company may not terminate this Agreement until the earlier of the Closing Date or if the Termination Date occurs prior to Closing termination of such Purchase Agreements. If within six (6) months following a closing of the Placement (other than for Cause), then if within twelve (12) months following such timeor termination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim during the Engagement TermPurchasers in this Placement, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 1 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses earned or due prior to the termination of the Agreement contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim M▇▇▇▇ agrees not to use any confidential information concerning the Company provided to Maxim by the Company for any purposes other than those contemplated under this Agreement.. It also understood that the Right of First Refusal provision from the dealer-manager agreement entered into by the Company and Maxim on or around January 17, 2020 remains in effect and is not obviated by entering into this Agreement. SINTX Technologies, Inc. July 16, 2020

ENGAGEMENT TERM. The Placement AgentM▇▇▇▇’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date”). After an initial period of thirty three (303) days month from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten seven (107) days’ days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described , provided that to the extent that the Company has executed one or more Purchase Agreements in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing respect of the Placement, the Company may not terminate this Agreement until the earlier of the Closing Date or if the Termination Date occurs prior to Closing termination of such Purchase Agreements. If within six (6) months following a closing of the Placement (other than for Cause), then if within twelve (12) months following such timeor termination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim during the Engagement TermPurchasers in this Placement, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 1 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses earned or due prior to the termination of the Agreement contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim M▇▇▇▇ agrees not to use any confidential information concerning the Company provided to Maxim by the Company for any purposes other than those contemplated under this Agreement.. It also understood that the Right of First Refusal provision from the dealer-manager agreement entered into by the Company and Maxim on or around January 17, 2020 remains in effect and is not obviated by entering into this Agreement. SINTX Technologies, Inc. June 26, 2020

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ providing written notice to the other party, effective upon receipt party (the period of written notice time during which this Agreement remains in effect is referred to that effect by the other party. The period described in the preceding two sentences shall represent herein as the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter”). If there Beginning on the date that is a the initial Closing Date of the Placement, or if the Termination Date occurs this Agreement is terminated prior to a Closing of the Placement (other than for Cause), then if within the date of such termination, and for a period of twelve (12) months following such time, if the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted wall-crossed or introduced to the Company by Maxim the Placement Agent during the Engagement Term, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein1 herein with respect to the capital raised from such investors. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇the Placement Agent’s gross negligence, fraud, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights confidentiality and the Company’s obligations to pay fees indemnification and reimburse expenses contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim The Placement Agent agrees not to use nor disclose any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be commence on the date of this Agreement and continue until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “Termination Date”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement The Agreement may be terminated at any time by either party upon ten (10) days’ 10 days written notice to the other party, effective upon receipt . Following either (i) the occurrence of written notice to that effect by the other party. The period described closing of the Placement or (ii) in the preceding two sentences shall represent event that the “Engagement Term.” The Agreement may not be earlier terminated except Company elects to terminate the Placement Agent’s engagement hereunder for Cause (defined hereinafter). If there is a Closing of any reason even though the Placement Agent was prepared to proceed with the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)and, then in either case, if within twelve (12) months following the closing or any such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced “wall-crossed” by Maxim the Placement Agent to the Company during the Engagement Termterm of this Agreement as evidenced by a list of such investors provided to the Company upon termination of this Agreement, then the Company will pay Maxim to the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein3.A. herein to the extent of the gross proceeds received. “Cause,” for If the purpose of this AgreementCompany reasonably anticipates that the Placement Agent may become entitled to payment as set forth in the preceding sentence, the Company shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing use its best efforts to notify the Placement Agent promptly of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this AgreementAgreement for twelve (12) months, irrespective of whether a closing occurs. Maxim All such fees and reimbursements due shall be paid to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement March 31, 2024 and (ii) the final closing date either party terminates the engagement according to the terms of the next sentence Placement (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty ; provided, however, that any party may terminate this Agreement upon fifteen (3015) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ prior written notice to the other party, effective upon receipt of written notice to that effect by parties. If the Agreement terminates for any reason (other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except than for Cause (as defined hereinafterbelow). If ), or if there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)then, then if within twelve (12) months following such timetermination or Closing, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim the Placement Agent, or with whom the Company had an in-person meeting or phone or video call that was facilitated by the Placement Agent, or investor(s) to whom the Placement Agent sent the Time of Sale Prospectus during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt the lower of such proceeds the compensation set forth in Section 3 hereinherein or the rate of compensation payable in the new financing. At the written request of the Company, the Placement Agent shall provide the Company with a list of investors introduced by the Placement Agent, or with whom the Company had an in-person meeting or phone or video call that was facilitated by the Placement Agent or to whom the Placement Agent sent a Time of Sale Prospectus during the Term. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇the Placement Agent’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten twenty (1020) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and or (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the The engagement may be terminated at any time by either party upon ten five (105) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent the “Engagement Term.” The Company elects to terminate this Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of any reason even though the Placement (other than for Cause)Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, then and if within twelve forty-five (1245) months days following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or first introduced to the Company by Maxim Placement Agent during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s Agents engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the The engagement may be terminated at any time by either party upon ten five (105) days’ days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent the “Engagement Term.” The Company elects to terminate this Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of any reason even though the Placement (other than for Cause)Agents were prepared to proceed with the Placement reasonably within the intent of this Agreement, then and if within twelve forty-five (1245) months days following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or first introduced to the Company by Maxim Placement Agents during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agents upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim agrees If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agents shall be paid by the Company to the Placement Agents on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agents agree, severally and not jointly, not to use any confidential information concerning the Company provided to Maxim the Placement Agents by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “Termination Date”). After The Placement Agent’s engagement may be terminated, after an initial period of thirty two (302) days months from the date of the Company’s Engagement LetterJuly 1, dated December 112025, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) 10 days’ written notice to the other party, effective upon receipt of the written notice to that effect by the other party. The period described in Following either (i) the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing occurrence of the Placement, closing of the Placement or (ii) if the Termination Date occurs prior to Closing closing of the Placement (other than for CauseCause (as defined in the Engagement Agreement)), then and, in either case, if within twelve six (126) months following the closing or any such timetermination, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim the Placement Agent during its engagement as evidenced by a list of such investors provided to the Engagement TermCompany upon such closing or termination, then the Company will pay Maxim to the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received. “Cause,” for If the purpose of this AgreementCompany reasonably anticipates that the Placement Agent may become entitled to payment as set forth in the preceding sentence, the Company shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing use its best efforts to notify the Placement Agent promptly of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. Maxim All such fees and reimbursements due shall be paid to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “Termination Date”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement The Agreement may be terminated at any time by either party upon ten (10) days’ 10 days written notice to the other party, effective upon receipt . Following either (i) the occurrence of written notice to that effect by the other party. The period described closing of the Placement or (ii) in the preceding two sentences shall represent event that the “Engagement Term.” The Agreement may not be earlier terminated except Company elects to terminate the Placement Agent’s engagement hereunder for Cause (defined hereinafter). If there is a Closing of any reason even though the Placement Agent was prepared to proceed with the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)and, then in either case, if within twelve three (123) months following the closing or any such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) on a Form F-3 with any of the investors contacted or introduced “wall-crossed” by Maxim the Placement Agent to the Company during the Engagement Termterm of this Agreement as evidenced by a list of such investors provided to the Company upon termination of this Agreement, then the Company will pay Maxim to the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received. “Cause,” for If the purpose of this AgreementCompany reasonably anticipates that the Placement Agent may become entitled to payment as set forth in the preceding sentence, the Company shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing use its best efforts to notify the Placement Agent promptly of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this AgreementAgreement for twelve (12) months, irrespective of whether a closing occurs. Maxim All such fees and reimbursements due shall be paid to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s Agents engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty three (303) days month(s) from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten (10) days’ 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent the “Engagement Term.” The Company elects to terminate this Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of any reason even though the Placement (other than for Cause)Agents were prepared to proceed with the Placement reasonably within the intent of this Agreement, then and if within twelve six (126) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim Placement Agents during the Engagement Termterm of this Agreement and set forth on a list provided to the Company as of the termination date of this Agreement,, then the Company will pay Maxim the Placement Agents upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim agrees If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agents shall be paid by the Company to the Placement Agents on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agents agree, severally and not jointly, not to use any confidential information concerning the Company provided to Maxim the Placement Agents by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “Termination Date”). After an initial period of thirty one (301) days month from the date execution of the Company’s Engagement Letter, dated December 11, 2024, with engagement letter between the Placement Agent and the Company dated March 13, 2023 (the “Engagement Letter”), the engagement Agreement may be terminated at any time by either party upon ten (10) days’ 3 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If the Agreement terminates for any reason (other than for “Cause”), or if there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)then, then if within twelve six (126) months following such timetermination or Closing, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim Placement Agent during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt the lower of such proceeds the compensation set forth in Section 3 hereinherein or the rate of compensation payable in the new financing. In the event the Company elects to terminate this Agreement for any reason, the Placement Agent shall provide a list of introduced investors. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten three (103) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s Agent engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty one (301) days month from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten (10) days’ 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent the “Engagement Term.” The Company elects to terminate this Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of any reason even though the Placement (other than for Cause)Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, then and if within twelve six (126) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim the Placement Agent during the Engagement Termterm of this Agreement and set forth on a list provided to the Company as of the termination date of this Agreement,, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentLead Manager’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier later of (i) the final Closing Date closing date of the Placement and Placement, (ii) the date either party terminates the engagement according to the terms of the next sentence January 31, 2021 (such date, the “Termination Date”). After an initial period of thirty (30) days from If the date of Company elects to terminate for any reason even though the Company’s Engagement Letter, dated December 11, 2024, Lead Manager was prepared to proceed with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)and, then if within twelve (12) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim the Lead Manager to the Company during the Engagement Termterm of this Agreement, then the Company will pay Maxim to the Lead Manager upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 1 herein. “Cause,” for If the purpose of this AgreementCompany reasonably anticipates that the Lead Manager may become entitled to payment as set forth in the preceding sentence, the Company shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing use its best efforts to notify the Lead Manager promptly of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. Maxim All such fees and reimbursements due shall be paid to the Lead Manager on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). ▇▇▇▇▇ agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “Termination Date”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement The Agreement may be terminated at any time by either party upon ten (10) days’ 10 days written notice to the other party, effective upon receipt . Following either (i) the occurrence of written notice to that effect by the other party. The period described closing of the Placement or (ii) in the preceding two sentences shall represent event that the “Engagement Term.” The Agreement may not be earlier terminated except Company elects to terminate the Placement Agent’s engagement hereunder for Cause (defined hereinafter). If there is a Closing of any reason even though the Placement Agent was prepared to proceed with the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)and, then in either case, if within twelve six (126) months following the closing or any such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced “wall-crossed” by Maxim the Placement Agent to the Company during the Engagement Termterm of this Agreement as evidenced by a list of such investors provided to the Company upon termination of this Agreement, then the Company will pay Maxim to the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received. “Cause,” for If the purpose of this AgreementCompany reasonably anticipates that the Placement Agent may become entitled to payment as set forth in the preceding sentence, the Company shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing use its best efforts to notify the Placement Agent promptly of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this AgreementAgreement for twelve (12) months, irrespective of whether a closing occurs. Maxim All such fees and reimbursements due shall be paid to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentLead Manager’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier later of (i) the final Closing Date closing date of the Placement and Placement, (ii) the date either party terminates the engagement according to the terms of the next sentence June 30, 2021 (such date, the “Termination Date”). After an initial period of thirty (30) days from If the date of Company elects to terminate for any reason even though the Company’s Engagement Letter, dated December 11, 2024, Lead Manager was prepared to proceed with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)and, then if within twelve (12) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim the Lead Manager to the Company during the Engagement Termterm of this Agreement, then the Company will pay Maxim to the Lead Manager upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 1 herein. “Cause,” for If the purpose of this AgreementCompany reasonably anticipates that the Lead Manager may become entitled to payment as set forth in the preceding sentence, the Company shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing use its best efforts to notify the Lead Manager promptly of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. Maxim All such fees and reimbursements due shall be paid to the Lead Manager on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). ▇▇▇▇▇ agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.. Sino-Global Shipping America, Ltd.February 5, 2021Page 6

ENGAGEMENT TERM. The Placement Agent’s 's engagement hereunder shall will be until the earlier Closing Date. The date of (i) termination of this Agreement is referred to herein as the final Closing Date "Termination Date." In the event, however, in the course of the Placement and (ii) Agent's performance of due diligence it deems, it necessary to terminate the date either party terminates the engagement according to the terms of the next sentence (such dateengagement, the “Termination Date”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (may do so prior to the “Engagement Letter”)Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees pursuant to Section 3 hereof with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the engagement may be provisions concerning the Company's obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein, as well as provisions in Sections 10 - 14 hereof will survive any expiration or termination of this Agreement. If this Agreement is terminated at any time by either party upon ten (10) days’ written notice prior to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing completion of the Placement, all fees due to the Placement Agent as set forth in Section 3 and Section 4 shall be paid by the Company to the Placement Agent on or if before the Termination Date occurs prior (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement. In addition, following Closing of the Placement (other than for Cause), then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or and receives any proceeds from, any of the investors contacted or introduced by Maxim the Placement Agent during its Engagement Period (as defined in the Engagement TermAgreement), then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds, with respect to the proceeds received from such investors, the compensation set forth herein; provided, however, no payment shall be made to the Placement Agent in Section 3 hereinconnection with Cryptocurrency Activities (as defined in the Engagement Agreement). “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇the Placement Agent’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim agrees not to use any confidential information concerning the Company provided to Maxim by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “Termination Date”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement The Agreement may be terminated at any time by either party upon ten (10) days’ 10 days written notice to the other party, effective upon receipt . Following either (i) the occurrence of written notice to that effect by the other party. The period described closing of the Placement or (ii) in the preceding two sentences shall represent event that the “Engagement Term.” The Agreement may not be earlier terminated except Company elects to terminate the Placement Agent’s engagement hereunder for Cause (defined hereinafter). If there is a Closing of any reason even though the Placement Agent was prepared to proceed with the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)and, then in either case, if within twelve (12) months following the closing or any such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced “wall-crossed” by Maxim the Placement Agent to the Company during the Engagement Termterm of this Agreement as evidenced by a list of such investors provided to the Company upon termination of this Agreement, then the Company will pay Maxim to the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received. “Cause,” for If the purpose of this AgreementCompany reasonably anticipates that the Placement Agent may become entitled to payment as set forth in the preceding sentence, the Company shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing use its best efforts to notify the Placement Agent promptly of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this AgreementAgreement for twelve (12) months, irrespective of whether a closing occurs. Maxim All such fees and reimbursements due shall be paid to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentM▇▇▇▇’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date”). After an initial period of thirty three (303) days month from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten seven (107) days’ days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described , provided that to the extent that the Company has executed one or more Purchase Agreements in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing respect of the Placement, the Company may not terminate this Agreement until the earlier of the Closing Date or if the Termination Date occurs prior to Closing termination of such Purchase Agreements. If within six (6) months following a closing of the Placement (other than for Cause), then if within twelve (12) months following such timeor termination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim during the Engagement TermPurchasers in this Placement, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 1 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses earned or due prior to the termination of the Agreement contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim M▇▇▇▇ agrees not to use any confidential information concerning the Company provided to Maxim by the Company for any purposes other than those contemplated under this Agreement.. It also understood that the Right of First Refusal provision from the dealer-manager agreement entered into by the Company and Maxim on or around January 17, 2020 remains in effect and is not obviated by entering into this Agreement. SINTX Technologies, Inc. June 23, 2020

ENGAGEMENT TERM. The Placement AgentAegis’s engagement hereunder shall will be until the earlier of (i) the final Closing Date of the Placement July 28, 2017 and (ii) the date either party terminates the engagement according to the terms completion of the next sentence (such date, the “Termination Date”)Placement. After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the The engagement may be terminated by either the Company or Aegis at any time by either party upon ten five (105) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter)notice. If there is a Closing of the Placement, or if Company elects to terminate the Termination Date occurs prior engagement pursuant to Closing of this Section even though the Placement (other than for Cause)Agent was prepared to proceed with the Placement and, then if within twelve (12) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity with, or receives any proceeds from, with any of the investors contacted or introduced by Maxim Aegis during the Engagement Termterm of its engagement, then the Company will pay Maxim to Aegis upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein4(a) hereof. “Cause,” for Upon such termination, Aegis shall deliver to the purpose Company a list of this Agreement, shall mean, as determined all investors contacted by a court Aegis during the term of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductits engagement. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 4 hereof and reimburse expenses which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D), and the confidentiality, indemnification and contribution provisions contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim agrees not Notwithstanding anything to use any confidential information the contrary contained herein, the provisions concerning the Company provided Company’s obligation to Maxim by pay any fees actually earned pursuant to Section 4 hereof which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D), and the Company for confidentiality, indemnification and contribution provisions contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any purposes other than those contemplated under expiration or termination of this Agreement.

ENGAGEMENT TERM. The Placement AgentMaxim’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty one (301) days month(s) from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten (10) days’ 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent Company elects to terminate for any reason, other than Maxim's material failure to provide the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placementplacement services, or if the Termination Date occurs prior even though Maxim was prepared to Closing of proceed with the Placement (other than for Cause)reasonably within the intent of this Agreement and, then if within twelve six (126) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim during the Engagement Termterm of this Agreement, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 1 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). Maxim agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement and (ii) the date when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “Termination Date”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement The Agreement may be terminated at any time terminated, after February 28, 2026, by either party upon ten (10) days’ 10 days written notice to the other party, effective upon receipt . Following either (i) the occurrence of written notice to that effect by the other party. The period described closing of the Placement or (ii) in the preceding two sentences shall represent event that the “Engagement Term.” The Agreement may not be earlier terminated except Company elects to terminate the Placement Agent’s engagement hereunder for Cause (defined hereinafter). If there is a Closing of any reason even though the Placement Agent was prepared to proceed with the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)and, then in either case, if within twelve (12) months following the closing or any such timetermination, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim the Placement Agent during its engagement as evidenced by a list of such investors provided to the Engagement TermCompany upon such closing or termination, then the Company will pay Maxim to the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received. “Cause,” for If the purpose of this AgreementCompany reasonably anticipates that the Placement Agent may become entitled to payment as set forth in the preceding sentence, the Company shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing use its best efforts to notify the Placement Agent promptly of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this AgreementAgreement for twelve (12) months, irrespective of whether a closing occurs. Maxim All such fees and reimbursements due shall be paid to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim it by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) August 15, 2025 (the date either party terminates the engagement according period of time during which this Agreement remains in effect is referred to the terms of the next sentence (such date, herein as the “Termination DateTerm”). After an initial period of thirty (30) days from Notwithstanding anything to the date of contrary contained herein, the provisions concerning confidentiality and indemnification and contribution contained herein and the Company’s Engagement Letter, dated December 11, 2024, with obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the Company for any purposes other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter)than those contemplated under this Agreement. If there is a Closing closing of the Placement, or if the Termination Date occurs prior to Closing for a period of the Placement (other than for Cause), then if within twelve (12) months following from such timeclosing or termination of this Agreement (other than for “Cause”), if the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity withdebt, or receives any of which proceeds fromwere received by the company from Participating Investors (defined below), any of the investors contacted or introduced by Maxim during the Engagement Term, then the Company will pay Maxim Maxim, upon the closing of such financing or receipt of such proceeds from Participating Investors, fifty percent (50%) of the compensation Cash Fee as set forth in Section 3 herein. “Cause,Participating Investors” for are defined as investors who have been evidenced to have actually participated in the purpose Registered Direct Offering. For purposes of this AgreementSection 5, “Cause” shall mean, mean as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim agrees not to use any confidential information concerning the Company provided to Maxim by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentM▇▇▇▇’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date”). After an initial period of thirty three (303) days month from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten seven (107) days’ days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described , provided that to the extent that the Company has executed one or more Purchase Agreements in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing respect of the Placement, the Company may not terminate this Agreement until the earlier of the Closing Date or if the Termination Date occurs prior to Closing termination of such Purchase Agreements. If within six (6) months following a closing of the Placement (other than for Cause), then if within twelve (12) months following such timeor termination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim during the Engagement TermPurchasers in this Placement, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 1 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses earned or due prior to the termination of the Agreement contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim M▇▇▇▇ agrees not to use any confidential information concerning the Company provided to Maxim by the Company for any purposes other than those contemplated under this Agreement.. It also understood that the Right of First Refusal provision from the dealer-manager agreement entered into by the Company and Maxim on or around January 17, 2020 remains in effect and is not obviated by entering into this Agreement. SINTX Technologies, Inc. August 4, 2020

ENGAGEMENT TERM. The Placement Agent’s Agents’ engagement hereunder shall will be until the earlier of (i) the final Closing Date of the Placement and (ii) the date either party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim during the Engagement Term, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose period ending the close of this Agreementbusiness (New York time) on December 15, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct2014. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights indemnification and the Company’s obligations to pay fees and reimburse expenses contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof, will survive any expiration or termination of this Agreement. Maxim agrees The Placement Agents each agree not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement. The Placement Agents covenant and agree with the Company that in connection with the marketing of the offering, and in support of the listing applications to be made to the NYSE MKT and TSX, the Placement Agents will contact, together in aggregate, at least 200 potential investors, including retail investors. Each of the Placement Agents covenants and agrees with the Company that it shall, notify the Company when, in the Placement Agent’s opinion, the Placement Agent, together with such other investment dealers and brokers, have ceased distribution of the Securities, and provide a breakdown of the number of Securities distributed: (i) in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to Securities Commissions; and (ii) in any other jurisdictions. Each of the Placement Agents, represents and warrants to the Company, severally, and not jointly, on its behalf and on behalf of any of its U.S. affiliates, and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement, that (i) it is, and will remain so until the completion of the offering, appropriately registered under Applicable Securities Laws, as applicable, so as to permit it to lawfully fulfill its obligations hereunder, and (ii) it will sell the Securities in accordance with Applicable Securities Laws and the laws of any other jurisdictions in which the Securities are offered and sold under the offering.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (it being understood that any termination of this Agreement by the Company occurring after the execution of a Purchase Agreement but before the Closing Date shall not alter the Company’s obligation to pay the compensation to the Placement Agent set forth in Section 3) (such date, the “Termination Date”). After The Placement Agent’s engagement may be terminated, after an initial period of thirty nine (309) days months from the date of the Company’s Engagement Letter, dated December 11November 12, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) 10 days’ written notice to the other party, effective upon receipt of the written notice to that effect by the other party. The period described in Following either (i) the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing occurrence of the Placement, closing of the Placement or (ii) if the Termination Date occurs prior to Closing closing of the Placement (other than for CauseCause (as defined in the Engagement Agreement)), then and, in either case, if within twelve (12) months following the closing or any such timetermination, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim the Placement Agent during its engagement as evidenced by a list of such investors provided to the Engagement TermCompany upon such closing or termination, then the Company will pay Maxim to the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received. “Cause,” for If the purpose of this AgreementCompany reasonably anticipates that the Placement Agent may become entitled to payment as set forth in the preceding sentence, the Company shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing use its best efforts to notify the Placement Agent promptly of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. Maxim All such fees and reimbursements due shall be paid to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentLead Manager’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement and (ii) become effective on the date either party terminates hereof and shall continue until three months from the engagement according to the terms date of the next sentence this agreement (such date, the “Termination Date”). After an initial period of thirty In the event the Company has not had its Registration Statement approved by the Commission (30as referenced herein) days from the date as of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)Termination Date, the engagement may Termination Date shall be terminated at any time by either party extended automatically for an additional 45-day period upon ten (10) days’ written notice to the other party, effective upon receipt approval of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter)Registration Statement. If there is a Closing of the Company elects to terminate for any reason even though the Lead Manager was prepared to proceed with the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)and, then if within twelve (12) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by the Lead Manager during the term of this Agreement as evidenced by a list of such investors provided by Maxim during the Engagement Termupon written request, then the Company will pay Maxim to the Lead Manager upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 1 herein. “Cause,” for If the purpose of this AgreementCompany reasonably anticipates that the Lead Manager may become entitled to payment as set forth in the preceding sentence, the Company shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing use its best efforts to notify the Lead Manager promptly of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. Maxim All such fees and reimbursements due shall be paid to the Lead Manager on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). ▇▇▇▇▇ agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be (A) This Agreement will remain in effect until the earlier of (i) the final Closing Date date of the Placement and (ii) the date either a party terminates the engagement according to with the terms of the next sentence (such date, the “Termination Date”)sentence. After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the The engagement may be terminated at any time by either party upon on ten (10) days’ days prior written notice to the other partyparty until a Closing has occurred. Following the final Closing of this Placement, effective upon receipt of written notice to that effect by the other partythis Agreement will automatically terminate. The period described in the preceding two sentences shall represent date of termination of this Agreement is referred to herein from time to time as the “Engagement TermTermination Date.” The Agreement may not be earlier terminated except for Cause If, within six (defined hereinafter). If there is a Closing of the Placement, or if 6) months after the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such timeDate, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives other convertible securities other than any proceeds from, warrants issued in connection with this Agreement) with any of the investors contacted or introduced by Maxim during the Engagement TermPlacement Agent in connection with the Placement (other than Company Introduced Purchasers), then the Company will pay Maxim to the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing 1 upon closing of such conduct, and not curing such alleged conduct within ten financing. (10B) business days of notification of such alleged wrongful conduct. Notwithstanding anything herein to the contrary contained hereincontrary, subject to the six (6) months limitation described in Section 5(A) above, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay fees the compensation and reimburse expenses contained herein accruing prior to the Termination Date as described in Section 1, Section 4, this Section 5, Sections 9, 10 and 11 and all of Exhibit A attached hereto (the Company’s obligations contained in the Indemnification Provisions terms of which are incorporated by reference hereto), will survive any termination or expiration or termination of this Agreement. Maxim agrees The termination of this Agreement shall not affect the Company's obligation to use pay fees to the extent provided for in Section 1 herein and shall not affect the Company's obligation to reimburse the expenses accruing prior to such Termination Date to the extent provided for herein. All such accrued fees and reimbursements due shall be paid to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the Closing of the Placement or any confidential information concerning applicable portion thereof (in the Company provided event such fees are due pursuant to Maxim by the Company for any purposes other than those contemplated under this Agreementterms of Section 1 hereof).

ENGAGEMENT TERM. The Placement Agent’s Agents’ engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty ten (3010) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten (10) days’ 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent the “Engagement Term.” The Company elects to terminate this Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of any reason even though the Placement (other than for Cause)Agents were prepared to proceed with the Placement reasonably within the intent of this Agreement, then and if within twelve six (126) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim Placement Agents during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agents upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim agrees If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agents shall be paid by the Company to the Placement Agents on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agents each agree, severally and not jointly, not to use any confidential information concerning the Company provided to Maxim the Placement Agents by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentMaxim’s engagement hereunder shall be until will expire on the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date”). After an initial period of thirty three (303) days months from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten (10) days’ 30 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except Company elects to terminate for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (any reason other than for cause, which means the Maxim’s failure to provide the Placement services as contemplated by this Agreement (“Cause”), then if and within twelve six (126) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company other than (i) the exercise by any person or entity of any options, warrants or receives other convertible securities and excluding (ii) sales to employees under any proceeds fromcompensation or stock option plan approved by shareholders of the Company, (iii) shares issued in payment of the consideration for an acquisition or as part of a joint venture and (iv) conventional banking arrangements and commercial debt financing and (v) investors identified and introduced by the Company (subject to the $2,000,000 maximum previously referenced herein) with any of the investors contacted or introduced by Maxim during the Engagement Termterm of this Agreement, then the Company will pay to Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein1 herein (the “Termination Fee”). “For the avoidance of doubt, no Termination Fee shall be payable if the Company terminates the engagement for Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. All such fees and reimbursements due shall be paid to Maxim on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). Maxim agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either party terminates the engagement according to the terms of the next sentence February 5, 2025 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Upon Closing of the Placement (other than for Cause)or if the Term ends prior to closing a Placement, then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim the Placement Agent during the Engagement Term, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “Termination Date”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement The Agreement may be terminated at any time by either party upon ten (10) days’ 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If the Agreement terminates for any reason (other than for “Cause”), or if there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)then, then if within twelve six (126) months following such timetermination or Closing, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or “wall crossed” by Placement Agent during the term of this Agreement (other than investors introduced to the Placement Agent by the Company, which the Placement Agent agrees have been introduced by Maxim during the Engagement TermCompany), then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt the lower of such proceeds the compensation set forth in Section 3 hereinherein or the rate of compensation payable in the new financing. In the event the Company elects to terminate this Agreement for any reason, the Placement Agent shall provide a list of wall-crossed investors. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇Maxim’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentLead Manager’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier later of (i) the final Closing Date closing date of the Placement and Placement, (ii) the date either party terminates the engagement according to the terms of the next sentence March 31, 2021 (such date, the “Termination Date”). After an initial period of thirty In the event the Company has not had its Registration Statement approved by the Commission (30as referenced herein) days from the date as of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)Termination Date, the engagement may Termination Date shall be terminated at any time by either party extended automatically for an additional 45-day period upon ten (10) days’ written notice to the other party, effective upon receipt approval of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter)Registration Statement. If there is a Closing of the Company elects to terminate for any reason even though the Lead Manager was prepared to proceed with the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)and, then if within twelve (12) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim the Lead Manager during the Engagement Termterm of this Agreement, then the Company will pay Maxim to the Lead Manager upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 1 herein. “Cause,” for If the purpose of this AgreementCompany reasonably anticipates that the Lead Manager may become entitled to payment as set forth in the preceding sentence, the Company shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing use its best efforts to notify the Lead Manager promptly of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. Maxim All such fees and reimbursements due shall be paid to the Lead Manager on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). ▇▇▇▇▇ agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “Termination Date”). After The Placement Agent’s engagement may be terminated, after an initial period of thirty two (302) days months from the date of the Company’s Engagement LetterJanuary 19, dated December 112025, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) 10 days’ written notice to the other party, effective upon receipt of the written notice to that effect by the other party. The period described in Following either (i) the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing occurrence of the Placement, closing of the Placement or (ii) if the Termination Date occurs prior to Closing closing of the Placement (other than for CauseCause (as defined in the Engagement Agreement)), then and, in either case, if within twelve six (126) months following the closing or any such timetermination, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim the Placement Agent during its engagement as evidenced by a list of such investors provided to the Engagement TermCompany upon such closing or termination, then the Company will pay Maxim to the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received. “Cause,” for If the purpose of this AgreementCompany reasonably anticipates that the Placement Agent may become entitled to payment as set forth in the preceding sentence, the Company shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing use its best efforts to notify the Placement Agent promptly of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. Maxim All such fees and reimbursements due shall be paid to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty nine (309) days month(s) from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten (10) days’ 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent the “Engagement Term.” The Company elects to terminate this Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of any reason even though the Placement (other than for Cause)Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, then and if within twelve (12) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim Placement Agent during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentM▇▇▇▇’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final Closing Date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letterlasting until October 31, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)2023, the engagement Agreement may be terminated at any time by either party upon ten thirty (1030) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except other than for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve six (126) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim M▇▇▇▇ during the Engagement Termterm of this Agreement, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 1 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim M▇▇▇▇ agrees not to use any confidential information concerning the Company provided to Maxim by the Company for any purposes other than those contemplated under this Agreement. Members FINRA & SIPC 3▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ * ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ * (▇▇▇) ▇▇▇-▇▇▇▇ * (▇▇▇) ▇▇▇-▇▇▇▇ * fax (▇▇▇) ▇▇▇-▇▇▇▇ * w▇▇.▇▇▇▇▇▇▇▇.▇▇▇ Yield10 Bioscience, Inc. August [ ], 2023 Page 3

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date when either party of this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “Termination Date”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement The Agreement may be terminated at any time by either party upon ten (10) days’ 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Company elects to terminate for any reason even though the Placement Agent was prepared to proceed with the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)and, then if within twelve (12) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced “wall-crossed” by Maxim the Placement Agent to the Company during the Engagement Termterm of this Agreement as evidenced by a list of such investors provided to the Company upon termination of this Agreement, then the Company will pay Maxim to the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 hereinherein to the extent of the gross proceeds received. “Cause,” for If the purpose of this AgreementCompany reasonably anticipates that the Placement Agent may become entitled to payment as set forth in the preceding sentence, the Company shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing use its best efforts to notify the Placement Agent promptly of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this AgreementAgreement for twelve (12) months, irrespective of whether a closing occurs. Maxim All such fees and reimbursements due shall be paid to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentM▇▇▇▇’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date”). After an initial period of thirty one (301) days month from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten seven (107) days’ days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described , provided that to the extent that the Company has executed one or more Purchase Agreements in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing respect of the Placement, or if the Termination Date occurs prior to Closing Company may not terminate this Agreement until the earlier of the Placement (other than for Cause), then if Closing Date or the termination of such Purchase Agreements. If within twelve (12) months following such timea closing of the Placement or termination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim M▇▇▇▇ during the Engagement Termterm of this Agreement, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 1 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses earned or due prior to the termination of the Agreement contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim M▇▇▇▇ agrees not to use any confidential information concerning the Company provided to Maxim by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty two (302) days months from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten (10) days’ 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent the “Engagement Term.” The Company elects to terminate this Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of any reason even though the Placement (other than for Cause)Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, then and if within twelve six (126) months following such timetermination, the Company completes any financing of equity, equity or equity-linkedlinked securities of the Company (other than the exercise by any person or entity of any options, convertible or debt warrants or other capital raising activity withconvertible securities, and Excluded Transaction (as such term is defined in the Letter Agreement (as defined below)) or receives any proceeds from, the issuance of warrants or other equity securities to a bona fide third party lender) with any of the investors contacted or introduced by Maxim Placement Agent during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until will expire on the earlier of (i) the final Closing Date of the Placement and or (ii) the date either party terminates the engagement according to the terms of the next sentence January 18, 2019 (such date, the “Termination Date”). After an initial period of thirty (30) days from In the date event, however, in the course of the CompanyPlacement Agent’s Engagement Letterperformance of due diligence they deem it necessary to terminate the engagement, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice do so prior to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)and upon immediate written notice. If, then if within twelve (12) six months following such timeafter December 31, 2018, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities in effect prior to the date of this Agreement) with any of the investors contacted or purchasers who were first introduced to the Company in connection with the Placement by Maxim during the Engagement TermPlacement Agent, then the Company will pay Maxim to the Placement Agent upon the closing of such financing or receipt of gross proceeds from such proceeds financing the compensation set forth in Section 3 1 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s representations and warranties and obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. Maxim All such fees and reimbursements due shall be paid to the Placement Agent from gross proceeds received by the Company from the Placement either (a) on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or (b) upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentLead Manager’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final Closing Date closing date of the Placement and Placement, (ii) three months from the date either party terminates the engagement according to the terms of the next sentence this agreement (such date, the “Termination Date”). After an initial period of thirty In the event the Company has not had its Registration Statement approved by the Commission (30as referenced herein) days from the date as of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)Termination Date, the engagement may Termination Date shall be terminated at any time by either party extended automatically for an additional 45-day period upon ten (10) days’ written notice to the other party, effective upon receipt approval of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter)Registration Statement. If there is a Closing of the Company elects to terminate for any reason even though the Lead Manager was prepared to proceed with the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)and, then if within twelve (12) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by the Lead Manager during the term of this Agreement as evidenced by a list of such investors provided by Maxim during the Engagement Termupon written request, then the Company will pay Maxim to the Lead Manager upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 1 herein. “Cause,” for If the purpose of this AgreementCompany reasonably anticipates that the Lead Manager may become entitled to payment as set forth in the preceding sentence, the Company shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing use its best efforts to notify the Lead Manager promptly of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. Maxim All such fees and reimbursements due shall be paid to the Lead Manager on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). ▇▇▇▇▇ agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the The engagement may be terminated at any time by either party upon ten five (105) days’ days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent the “Engagement Term.” The Company elects to terminate this Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of any reason even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, and if one hundred eighty (other than for Cause), then if within twelve (12180) months days following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or first introduced to the Company by Maxim Placement Agent during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim agrees If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agree not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement and (ii) the date either party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date”). After an initial period of thirty one (301) days week from the date of the Company’s Engagement Letter, dated December 11February 21, 20242023, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten one (101) days’ day’s written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except other than for Cause (defined hereinafter). If there is a Closing hereinafter).Following either (i) the occurrence of the Placement, closing of the Placement or if (ii) in the Termination Date occurs prior event that the Company elects to Closing of terminate the Placement Agent’s engagement hereunder for any reason even though the Placement Agent was prepared to proceed with the Placement (other than for Causecause), then and, in either case, if within twelve nine (129) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with(other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities),with any of the investors contacted or introduced by Maxim the Placement Agent during the Engagement Termterm of the Agreement, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇Placement Agent’s gross negligence, willful misconduct, or a material breach of this the Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreementthe Agreement for twelve (12) months, irrespective of whether a closing occurs. Maxim The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this the Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement Placement, and (ii) one month from June 30, 2023, the date either party terminates the engagement according to the terms of the next sentence Company’s Engagement Letter with the Placement Agent (such date, the “Termination Date”). After an initial period of thirty Following either (30i) days from the date occurrence of the Companyclosing of the Placement or (ii) in the event that the Company elects to terminate the Placement Agent’s Engagement Letter, dated December 11, 2024, with engagement hereunder for any reason even though the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice was prepared to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of proceed with the Placement (other than for Cause), then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim during the Engagement Term, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇Placement Agent’s gross negligence, willful misconduct, or a material breach of this the Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this the Agreement, other than for Cause and the termination referenced under Section 6 hereunder. Maxim The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this the Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement Placement; and (ii) the date either party terminates the engagement according to the terms of the next sentence February 8, 2024 (such date, the “Termination DateEngagement Term”). After an initial period of thirty (30) days from the date of the CompanyThe Placement Agent’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (as defined hereinafterbelow). If there is a Closing of the Placement, or if the Termination Date occurs this Placement Agent’s engagement terminates prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim to the Company during the Engagement Term, a list of which shall be provided to the Company upon written request following the Engagement Term, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇mean Maxim’s gross negligence, fraud, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and and, with respect to a material breach only, not curing curing, but only to the extent it can be cured, such alleged conduct within ten five (105) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights (except where the Agreement has been terminated for Cause) and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this AgreementAgreement for twelve (12) months, irrespective of whether a closing occurs. Maxim ▇▇▇▇▇ agrees not to use any confidential information concerning the Company provided to Maxim by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the The engagement may be terminated at any time by either party upon ten five (105) days’ days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent the “Engagement Term.” The Company elects to terminate this Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of any reason even though the Placement (other than for Cause)Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, then and if within twelve forty-five (1245) months days following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or first introduced to the Company by Maxim Placement ICON Capital Group: JC Company: SR Agent during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement and (ii) the date either party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date”). After an initial period of thirty two (302) days weeks from the date of the Company’s Engagement Letter, dated December 1112, 20242023, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except other than for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim the Placement Agent during the Engagement Termterm of the Agreement, then the Company will pay Maxim upon the Placement Agent on the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇the Placement Agent’s gross negligence, willful misconduct, or a material breach of this the Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this the Agreement. Maxim The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this the Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement and (ii) the date when either party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date”). After an initial period of thirty three (303) days months from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement Agreement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafterbelow). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim the Placement Agent during the Engagement Term, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇the Placement Agent’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentLead Manager’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final Closing Date of the Placement and Placement, (ii) the date either party terminates the engagement according to the terms of the next sentence April 1, 2021 (such date, the “Termination Date”). After an initial period of thirty (30) days from If the date of Company elects to terminate for any reason even though the Company’s Engagement Letter, dated December 11, 2024, Lead Manager was prepared to proceed with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause)and, then if within twelve (12) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim the Lead Manager to the Company during the Engagement Termterm of this Agreement, then the Company will pay Maxim to the Lead Manager upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 1 herein. “Cause,” for If the purpose of this AgreementCompany reasonably anticipates that the Lead Manager may become entitled to payment as set forth in the preceding sentence, the Company shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing use its best efforts to notify the Lead Manager promptly of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. Maxim All such fees and reimbursements due shall be paid to the Lead Manager on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees are due pursuant to the terms of Section 1 hereof). ▇▇▇▇▇ agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s ’ engagement for public offering hereunder shall be exclusive until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty six (306) days month(s) from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten (10) days’ 10 days written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent the “Engagement Term.” The Company elects to terminate this Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of any reason even though the Placement (other than for Cause)Agent were prepared to proceed with the Placement reasonably within the intent of this Agreement, then and if within twelve six (126) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim Placement Agent during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim agrees If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agree, not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date”). After an initial period of thirty six (306) days months from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement Agreement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except other than for Cause (as defined hereinafterbelow). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim the Placement Agent during the Engagement Termterm of this Agreement, as evidenced by a list of such investors to be provided to the Company after the final Closing Date of the Placement, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇the Placement Agent’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement...

ENGAGEMENT TERM. The Placement Agent▇▇▇▇▇’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date”). After an initial period of thirty one (301) days month from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”)hereof, the engagement may be terminated at any time by either party upon ten (10) 10 days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in If the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except Company elects to terminate for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior any reason even though ▇▇▇▇▇ was prepared to Closing of proceed with the Placement (other than for Cause)reasonably within the intent of this engagement letter and, then if within twelve (12) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted Company (other than the exercise by any person or introduced by Maxim during entity of any options, warrants or other convertible securities) with the Engagement Termlead investor ▇▇▇▇▇ has agreed to identify to the Company upon its execution of this agreement, then the Company will pay to Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” 1 herein for the purpose of amount the Company raised from this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductlead investor. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim ▇▇▇▇▇ agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement. Upon the successful completion of a Placement in which the Company receives at least $10 million in gross proceeds on the Closing Date (a “Qualifying Placement”), for a period of twelve (12) months from the closing a Qualifying Placement, the Company agrees to discuss with Maxim the opportunity for Maxim to act as sole lead managing underwriter and sole book runner for any and all future public and private equity, equity-linked and debt (excluding commercial bank debt) financings (each, a “Financing”) of the Company, or any successor to or any subsidiary of the Company during such twelve (12) month period. If ▇▇▇▇▇ agrees to act in any such capacity and the Company agrees to retain Maxim, the Company and ▇▇▇▇▇ will enter into an appropriate form of agreement relating to the type of transaction involved and containing customary terms and conditions, including customary fee provisions and provisions relating to indemnity. Neither party is obligated to enter into a further arrangement with the other party.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date closing date of the Placement and (ii) the date when either party to this Agreement terminates the engagement according to the terms of as set forth in the next sentence (such date, the “Termination Date”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement The Agreement may be terminated at any time by either party upon ten (10) days’ 10 days written notice to the other party. The Placement Agents may terminate this Agreement if it reasonably determines that it is unsatisfied with the results of its due diligence investigation, effective upon receipt of written notice notwithstanding its best efforts to that effect complete the Placement. The Company may terminate this Agreement for “Cause” (which shall mean a material breach by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim during the Engagement Term, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose Agents of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, Agreement or a material breach of failure by the Placement Agents to provide the services as contemplated by this Agreement, after being notified in writing ) pursuant to and within the meaning of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductFINRA Rule 5110(g)(5)(B). Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights contribution and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement, irrespective of whether a closing occurs. Maxim All such fees and reimbursements due shall be paid to the Placement Agent on or before the Termination Date (in the event such fees and reimbursements are earned or owed as of the Termination Date) or upon the closing of the Placement or any applicable portion thereof (in the event such fees and reimbursements are due as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until will commence on the date hereof and continue through the earlier of (i) the final Closing Date of the Placement and (ii) the date either a party terminates the engagement according to the terms of the next sentence herein (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”). After an initial period of thirty (30) days from In the date event, however, in the course of the CompanyPlacement Agent’s Engagement Letterperformance of due diligence it deems it necessary to terminate the engagement, dated December 11, 2024, with the Placement Agent (may do so prior to the “Engagement Letter”), Termination Date. The Company may elect to terminate the engagement may be terminated at hereunder for any time by either party upon ten (10) days’ written notice reason prior to the other partyTerminate Date but will remain responsible for the fees and expenses pursuant to Section 3 hereof and fees and expenses with respect to the Securities, effective upon receipt of written notice to that effect by the other party. The period described if sold in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter)Placement. If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such timetermination, the Company completes any financing of equity, equity-linked, convertible linked or debt or other capital raising activity withof the Company (other than the exercise by any person or entity of any options, warrants or receives any proceeds from, other convertible securities) with any of the investors contacted or introduced by Maxim the Placement Agent, which list of investors is provided to the Company, during the Engagement Termterm of this Agreement, then the Company will pay Maxim the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, herein as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of to such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conductspecific investors. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations obligation to pay any fees actually earned pursuant to Section 3 hereof and reimburse expenses the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim If this Agreement is terminated prior to the completion of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date), subject to the limits set forth in Section 3. The Placement Agent agrees not to use any confidential information concerning the Company provided to Maxim the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.