Common use of ENGAGEMENT TERM Clause in Contracts

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) August 31, 2023, and (ii) the final closing date of the 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”); provided, however, that any party may terminate this Agreement upon fifteen (15) days prior written notice to the other parties. If the Agreement terminates for any reason (other than for “Cause”), or if there is a Closing of the Placement, then, if within twelve (12) months following such termination or Closing, 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) with any of the investors introduced by 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 term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the lower of the compensation set forth in Section 3 herein 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, 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 twenty (20) 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 pursuant to Section 3 hereof and 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). 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.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) August 31January 14, 2023, 2025 and (ii) the final closing date of the 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”); provided, however, that any party may terminate this Agreement on or after the two-hundred seventieth (270th) day following the date hereof upon fifteen ten (1510) days prior written notice to the other parties. If the Agreement terminates for any reason (other than for “Cause”Cause (as defined below)), or if there is a Closing of the Placement, then, if within twelve (12) months following such termination or Closing, 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) with any of the 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 investor(s) to whom the Placement Agent sent the Time of Sale Prospectus during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the lower of the compensation set forth in Section 3 ‎3 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, 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 twenty (20) 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 pursuant to Section 3 ‎3 hereof and 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). 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.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) August 31, 2023, and (ii) the final closing date of the 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”); provided, however, that any party may terminate this Agreement upon fifteen (15) days prior written notice to the other parties. If the Agreement terminates for any reason (other than for “Cause”), or if there is a Closing of the Placement, then, if within twelve (12) months following such termination or Closing, 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) with any of the investors introduced by 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 term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the lower of the compensation set forth in Section 3 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 Prospectus during the Term. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, 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 twenty (20) 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 pursuant to Section 3 hereof and 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). 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.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) August 31, 2023, and (ii) the final closing date of the Placement and (ii) the date when either party of this Agreement terminates the engagement according to the terms 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”); provided, however, that . The Agreement may be terminated at any time by either party may terminate this Agreement upon fifteen (15) 10 days prior written notice to the other partiesparty. If Following either (i) the Agreement terminates occurrence of the closing of the Placement or (ii) in the event that the Company elects to terminate the Placement Agent’s engagement hereunder for any reason (other than for “Cause”), or if there is a Closing of even though the Placement Agent was prepared to proceed with the Placement, thenand, in either case, if within twelve (12) months following the closing or any such termination or Closingtermination, 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) with any of the investors introduced “wall-crossed” by the Placement Agent, or with whom Agent to 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 term 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 to the Placement Agent upon the closing of such financing the lower of the compensation set forth in Section 3 herein or to the rate of compensation payable in the new financing. At the written request extent of the Company, Placement Agent shall provide gross proceeds received. If 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 reasonably anticipates that was facilitated by the Placement Agent or may become entitled to whom payment as set forth in the preceding sentence, the Company shall use its best efforts to notify 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, Placement Agent’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing promptly of such conduct, and not curing such alleged conduct within twenty (20) days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution 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. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements 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 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 the Placement Agent 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) August 31, 2023, and (ii) the final closing date of the Placement and (ii) the date when either party of this Agreement terminates the engagement according to the terms 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”); provided, however, that . The Agreement may be terminated at any time by either party may terminate this Agreement upon fifteen (15) 10 days prior written notice to the other partiesparty. If Following either (i) the Agreement terminates occurrence of the closing of the Placement or (ii) in the event that the Company elects to terminate the Placement Agent’s engagement hereunder for any reason (other than for “Cause”), or if there is a Closing of even though the Placement Agent was prepared to proceed with the Placement, thenand, in either case, if within twelve three (123) months following the closing or any such termination or Closingtermination, 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) on a Form F-3 with any of the investors introduced “wall-crossed” by the Placement Agent, or with whom Agent to 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 term 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 to the Placement Agent upon the closing of such financing the lower of the compensation set forth in Section 3 herein or to the rate of compensation payable in the new financing. At the written request extent of the Company, Placement Agent shall provide gross proceeds received. If 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 reasonably anticipates that was facilitated by the Placement Agent or may become entitled to whom payment as set forth in the preceding sentence, the Company shall use its best efforts to notify 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, Placement Agent’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing promptly of such conduct, and not curing such alleged conduct within twenty (20) days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution 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. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements 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 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 the Placement Agent them 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) August 31, 2023, the final Closing Date of the Placement and (ii) 12 months from the final closing date of the Placement Effective Date (such date, the “Termination Date” and the ”). After an initial period of six (6) months from the date of the Company’s Engagement Letter, the engagement may be terminated at any time during which this Agreement remains in effect is referred to herein as the “Term”); provided, however, that any by either party may terminate this Agreement upon fifteen ten (1510) days prior days’ written notice to the other partiesparty, effective upon receipt of written notice to that effect by the other party. If the The Agreement terminates for any reason (may not be earlier terminated other than for “Cause”), or if Cause (defined hereinafter) during the initial six (6) months. If there is a Closing of the Placement, thenor if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such termination or Closingtime, the Company completes any financing of equity, equity-linked linked, convertible or debt or other capital raising activity of the Company (other than the exercise by with, or receives any person or entity of any optionsproceeds from, warrants or other convertible securities) with any of the investors contacted or introduced by 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 term of this Agreement, then the Company will pay the Placement Agent upon on the closing of such financing the lower or receipt of such proceeds the compensation set forth in Section 3 herein 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 Termherein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, 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 twenty ten (2010) 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 obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses 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). 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.

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) August 31, 2023, and (ii) the final closing date of the Placement Placement, (ii) June 30, 2021 (such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred to herein as the “Term”); provided, however, that any party may terminate this Agreement upon fifteen (15) days prior written notice to the other parties. If the Agreement terminates Company elects to terminate for any reason (other than for “Cause”), or if there is a Closing of even though the Lead Manager was prepared to proceed with the Placement, thenand, if within twelve (12) months following such termination or Closingtermination, 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) with any of the investors introduced by Placement Agent, or with whom the Lead Manager to 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 term of this Agreement, then the Company will pay to the Placement Agent Lead Manager upon the closing of such financing the lower of the compensation set forth in Section 3 herein or 1 herein. If the rate of compensation payable Company reasonably anticipates that the Lead Manager may become entitled to payment as set forth in the new financing. At the written request of the Companypreceding sentence, Placement Agent shall provide the Company with a list of investors introduced by shall use its best efforts to notify 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, Placement Agent’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing Lead Manager promptly of such conduct, and not curing such alleged conduct within twenty (20) days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution 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. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due to the Placement Agent shall be paid by the Company to the Placement Agent 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). The Placement Agent Xxxxx agrees not to use any confidential information concerning the Company provided to the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.. Members FINRA & SIPC 000 Xxxxxxxxx Xxxxxx * Xxx Xxxx, XX 00000 * (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxxx.xxx Sino-Global Shipping America, Ltd.February 5, 2021Page 6

ENGAGEMENT TERM. The Placement AgentMxxxx’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) August 31, 2023, the final Closing Date of the Placement and (ii) the final closing date a party terminates the engagement according to the terms of the Placement 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”); provided. After an initial period lasting until October 31, however2023, that the Agreement may be terminated at any time by either party may terminate this Agreement upon fifteen thirty (1530) days prior days’ written notice to the other partiesparty, effective upon receipt of written notice to that effect by the other party. If the The Agreement terminates for any reason (may not be earlier terminated other than for “Cause”Cause (defined hereinafter), or if . If there is a Closing of the Placement, thenor if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve six (126) months following such termination or Closingtime, the Company completes any financing of equity, equity-linked linked, convertible or debt or other capital raising activity of the Company (other than the exercise by with, or receives any person or entity of any optionsproceeds from, warrants or other convertible securities) with any of the investors contacted or introduced by 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 Mxxxx during the term of this Agreement, then the Company will pay the Placement Agent Maxim upon the closing of such financing the lower or receipt of such proceeds the compensation set forth in Section 3 herein 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 Term1 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, Placement AgentMxxxx’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 twenty ten (2010) 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 obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses 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). The Placement Agent Mxxxx agrees not to use any confidential information concerning the Company provided to the Placement Agent Maxim by the Company for any purposes other than those contemplated under this Agreement.. Members FINRA & SIPC 300 Xxxx Xxxxxx, 00xx Xxxxx * Xxx Xxxx, XX 00000 * (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * wxx.xxxxxxxx.xxx Yield10 Bioscience, Inc. August [ ], 2023 Page 3

ENGAGEMENT TERM. The Placement Agent’s Agents engagement hereunder shall be until the earlier of (i) August 31, 2023, and (ii) the final closing date of the Placement and (ii) the date 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”); provided. After an initial period of three (3) month(s) from the date hereof, however, that the engagement may be terminated at any time by either party may terminate this Agreement upon fifteen (15) 10 days prior written notice to the other partiesparty, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement terminates for any reason (other than for “Cause”)even though the Placement Agents were prepared to proceed with the Placement reasonably within the intent of this Agreement, or if there is a Closing of the Placement, then, and if within twelve six (126) months following such termination or Closingtermination, 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) with any of the investors introduced contacted by 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 Agents during the term 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 the Placement Agent Agents upon the closing of such financing the lower of the compensation set forth in Section 3 herein 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, 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 twenty (20) days of notification of such alleged wrongful conductherein. Notwithstanding anything to the contrary contained herein, the 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 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 Agents shall be paid by the Company to the Placement Agent Agents on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees Agents agree, severally and not jointly, not to use any confidential information concerning the Company provided to the Placement Agent 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 will expire on the earlier of (i) August 31, 2023, the final Closing Date of the Placement and (ii) the final closing date of the Placement October 24, 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”); provided. In the event, however, that any party in the course of the Placement Agent’s performance of due diligence they deem it necessary to terminate the engagement, the Placement Agent may terminate this Agreement upon fifteen (15) days do so prior written notice to the other partiesTermination Date and upon immediate written notice. If If, within six months after the Agreement terminates for any reason (other than for “Cause”), or if there is a Closing of the Placement, then, if within twelve (12) months following such termination or ClosingTermination Date, 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 securitiessecurities in effect prior to the date of this Agreement) with any of the investors purchasers who were first introduced to the Company in connection with the Placement by the 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 term of this Agreement, then the Company will pay to the Placement Agent upon the closing or receipt of gross proceeds from such financing the lower of the compensation set forth in Section 3 1 herein 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, 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 twenty (20) days of notification of such alleged wrongful conductIntroduction Fee”). Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution 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. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements due shall be paid to the Placement Agent shall be paid from gross proceeds received by the Company to from the Placement Agent 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 the Placement Agent 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) August 31December 1, 2023, and (ii) the final closing date of the 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”); provided, however, that any party may terminate this Agreement upon fifteen (15) days prior written notice to the other parties. If the Agreement terminates for any reason (other than for “Cause”), or if there is a Closing of the Placement, then, if within twelve (12) months following such termination or Closing, 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) with any of the investors introduced by 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 term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the lower of the compensation set forth in Section 3 herein or the rate of compensation payable in the new financing3. 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, 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 twenty (20) 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 pursuant to Section 3 hereof and 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). 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.

ENGAGEMENT TERM. The Placement Agent’s Agent engagement hereunder shall be until the earlier of (i) August 31, 2023, and (ii) the final closing date of the Placement and (ii) the date 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”); provided. After an initial period of one (1) month from the date hereof, however, that the engagement may be terminated at any time by either party may terminate this Agreement upon fifteen (15) 10 days prior written notice to the other partiesparty, effective upon receipt of written notice to that effect by the other party. If the Company elects to terminate this Agreement terminates for any reason (other than for “Cause”)even though the Placement Agent was prepared to proceed with the Placement reasonably within the intent of this Agreement, or if there is a Closing of the Placement, then, and if within twelve six (126) months following such termination or Closingtermination, 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) with any of the investors introduced contacted by 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 term 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 the Placement Agent upon the closing of such financing the lower of the compensation set forth in Section 3 herein 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, 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 twenty (20) days of notification of such alleged wrongful conductherein. Notwithstanding anything to the contrary contained herein, the 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 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). 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.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) August March 31, 2023, 2024 and (ii) the final closing date of the 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”); provided, however, that any party may terminate this Agreement upon fifteen (15) days prior written notice to the other parties. If the Agreement terminates for any reason (other than for “Cause”Cause (as defined below)), or if there is a Closing of the Placement, then, if within twelve (12) months following such termination or Closing, 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) with any of the 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 investor(s) to whom the Placement Agent sent the Time of Sale Prospectus during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the lower of the compensation set forth in Section 3 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, 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 twenty (20) 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 pursuant to Section 3 hereof and 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). 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.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) August 31, 2023, the final Closing Date of the Placement and (ii) the final closing date either party terminates the engagement according to the terms of the Placement next sentence (such date, the “Termination Date” and the ”). After an initial period of time during which this Agreement remains in effect is referred to herein as one (1) week from the date of the Company’s Engagement Letter, dated February 21, 2023, with the Placement Agent (the “TermEngagement Letter”); provided, however, that the engagement may be terminated at any time by either party may terminate this Agreement upon fifteen one (151) days prior day’s written notice to the other partiesparty, effective upon receipt of written notice to that effect by the other party. If The Agreement may not be earlier terminated other than for Cause (defined hereinafter).Following either (i) the Agreement terminates occurrence of the closing of the Placement or (ii) in the event that the Company elects to 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 “Cause”cause), or if there is a Closing of the Placementand, thenin either case, if within twelve nine (129) months following such termination or Closingtime, the Company completes any financing of equity, equity-linked linked, convertible 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) with securities),with any of the investors contacted or introduced by 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 term of this the Agreement, then the Company will pay the Placement Agent upon the closing of such financing the lower or receipt of such proceeds the compensation set forth in Section 3 herein 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 Termherein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, 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 twenty ten (2010) 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 obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this the Agreement is terminated prior to the completion for twelve (12) months, irrespective 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)whether a closing occurs. 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 the Agreement.

ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until the earlier of (i) August 31, 2023, the final Closing Date of the Placement and (ii) the final closing date either party terminates the engagement according to the terms of the Placement next sentence (such date, the “Termination Date” and the ”). After an initial period of time during which this Agreement remains in effect is referred to herein as twelve (12) months from the date of the Company’s Engagement Letter, dated December 22, 2022, with the Placement Agent (the “TermEngagement Letter”); provided, however, that the engagement may be terminated at any time by either party may terminate this Agreement upon fifteen ten (1510) days prior days’ written notice to the other partiesparty, effective upon receipt of written notice to that effect by the other party. If The Agreement may not be earlier terminated other than for Cause (defined hereinafter).Following either (i) the Agreement terminates occurrence of the closing of the Placement or (ii) in the event that the Company elects to 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 “Cause”cause), or if there is a Closing of the Placementand, thenin either case, if within twelve (12) months following such termination or Closingtime, the Company completes any financing of equity, equity-linked linked, convertible 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) with securities),with any of the investors contacted or introduced by 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 term of this Agreementthe Agreement as evidenced by a list of such investors provided to the Company upon the Termination Date, then the Company will pay the Placement Agent upon the closing of such financing the lower or receipt of such proceeds the compensation set forth in Section 3 herein 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 Termherein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, 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 twenty ten (2010) 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 obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this the Agreement is terminated prior to the completion for twelve (12) months, irrespective 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)whether a closing occurs. 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 the 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) August 31, 2023, and (ii) the final closing date of the Placement and (ii) the date when either party of this Agreement terminates the engagement according to the terms 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”); provided, however, that . The Agreement may be terminated at any time by either party may terminate this Agreement upon fifteen (15) 10 days prior written notice to the other partiesparty. If Following either (i) the Agreement terminates occurrence of the closing of the Placement or (ii) in the event that the Company elects to terminate the Placement Agent’s engagement hereunder for any reason (other than for “Cause”), or if there is a Closing of even though the Placement Agent was prepared to proceed with the Placement, thenand, in either case, if within twelve (12) months following the closing or any such termination or Closingtermination, 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) with any of the investors introduced “wall-crossed” by the Placement Agent, or with whom Agent to 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 term 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 to the Placement Agent upon the closing of such financing the lower of the compensation set forth in Section 3 3.A. herein or to the rate of compensation payable in the new financing. At the written request extent of the Company, Placement Agent shall provide gross proceeds received. If 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 reasonably anticipates that was facilitated by the Placement Agent or may become entitled to whom payment as set forth in the preceding sentence, the Company shall use its best efforts to notify 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, Placement Agent’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing promptly of such conduct, and not curing such alleged conduct within twenty (20) days of notification of such alleged wrongful conductpossible payment. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution and the Company’s obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution 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. If this Agreement is terminated prior to the completion of the Placement, all All such fees and reimbursements 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 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 the Placement Agent them by the Company for any purposes other than those contemplated under this Agreement.

ENGAGEMENT TERM. The Placement AgentXxxxx’s engagement hereunder shall be become effective on the date hereof and shall continue until the earlier of (i) August 31, 2023, the final Closing Date of the Placement and (ii) the final closing date a party terminates the engagement according to the terms of the Placement 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”); provided. After an initial period lasting until October 31, however2023, that the Agreement may be terminated at any time by either party may terminate this Agreement upon fifteen thirty (1530) days prior days’ written notice to the other partiesparty, effective upon receipt of written notice to that effect by the other party. If the The Agreement terminates for any reason (may not be earlier terminated other than for “Cause”Cause (defined hereinafter), or if . If there is a Closing of the Placement, thenor if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve six (126) months following such termination or Closingtime, the Company completes any financing of equity, equity-linked linked, convertible or debt or other capital raising activity of the Company (other than the exercise by with, or receives any person or entity of any optionsproceeds from, warrants or other convertible securities) with any of the investors contacted or introduced by 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 Xxxxx during the term of this Agreement, then the Company will pay the Placement Agent Maxim upon the closing of such financing the lower or receipt of such proceeds the compensation set forth in Section 3 herein 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 Term1 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, Placement AgentXxxxx’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 twenty ten (2010) 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 obligation obligations to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution reimburse expenses 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). The Placement Agent Xxxxx agrees not to use any confidential information concerning the Company provided to the Placement Agent 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) August 31[*], 2023, 2024 and (ii) the final closing date of the 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”); provided, however, that any party may terminate this Agreement upon fifteen (15) days prior written notice to the other parties. If the Agreement terminates for any reason (other than for “Cause”Cause (as defined below)), or if there is a Closing of the Placement, then, if within twelve (12) months following such termination or Closing, 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) with any of the 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 investor(s) to whom the Placement Agent sent the Time of Sale Prospectus during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such financing the lower of the compensation set forth in Section 3 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, 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 twenty (20) 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 pursuant to Section 3 hereof and 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). 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.