Common use of Indemnification Provisions Clause in Contracts

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Director

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "“Losses"”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's ’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's ’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "“Indemnified Parties"”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's ’s written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. Members FINRA & SIPC 400 Xxxxxxxxx Xxx. * New York, NY 10174 * tel: (000) 000-0000 * (000) 000-0000 * fax: (000) 000-0000 * wxx.xxxxxxxx.xxx New York, NY * Long Island, NY * Red Bank, NJ Knightscope, Inc. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 400 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel tel: (000) 000-0000 * (000) 000-0000 * fax fax: (000) 000-0000 * www xxxxxxxx.xxx wxx.xxxxxxxx.xxx New York, NY * Long Island. , NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: DirectorNJ

Indemnification Provisions. Capitalized terms used in this Exhibit Addendum shall have the meanings ascribed to such terms in the Agreement to which this Exhibit Addendum is attached. The : In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the reasonable costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it its stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Director.

Indemnification Provisions. Capitalized terms used in this Exhibit Neither the Agent nor any of its directors, officers, agents, or employees shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against be liable for any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether action taken or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's acting for the Company, including, without limitation, any act or omission taken by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or it in connection with the engagement Credit Documents (i) with the consent or at the request of Placement Agent by the Company Majority Lenders or for any other reason, except to all the extent that any such liability Lenders where unanimity is found required or (ii) in a final judgment by a court the absence of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's its own gross negligence or willful misconduct. These Indemnification Provisions shall extend to Neither the following persons (collectively, the "Indemnified Parties"): Placement Agent, Agent nor any of its present and former affiliated entities, managers, membersdirectors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Borrowing; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any Subsidiary contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 4 hereof, except receipt of items required to be delivered to the Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectability hereof or of any other Credit Document or of the Liens provided for by the Security Documents or of any other documents or writing furnished in connection with any Credit Document or of the Collateral; and the Agent makes no representation of any kind or character with respect to any such matters mentioned in this sentence. The Agent may execute any of its duties under any of the Credit Documents by or through employees, legal counselagents, and attorneys-in-fact and shall not be answerable to the Lenders or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties. In particular and controlling persons (within the meaning without limiting any of the federal securities laws)foregoing, the Agent shall have no responsibility for confirming the existence or worth of any Collateral or the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Documents. The Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Agent signed by such owner in form satisfactory to the Agent. Each Lender acknowledges that it has independently and without reliance on the Agent or any other Lender obtained such information and made such investigations and inquiries regarding the Borrower and its Subsidiaries as it deems important, and based upon such information, investigations and inquiries made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Lender to keep itself informed about the creditworthiness and business properties, assets, liabilities, condition (financial or otherwise) and prospects of the Borrower and its Subsidiaries, the creditworthiness of all account debtors of the Borrower and its Subsidiaries, and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions Agent shall be in addition have no liability whatsoever to any liability, which the Company may otherwise have to any Indemnified PartyLender for such matters. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party The Agent shall have no duty to disclose to the right Lenders information that is not required by any Credit Document to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne furnished by the Company. Any such counsel shall, Borrower or any Subsidiaries to the extent consistent with its professional responsibilitiesAgent at such time, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent but is voluntarily furnished to the entry of any judgment Agent (either in respect thereof, unless such settlement, compromise its capacity as Agent or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Directorindividual capacity).

Indemnification Provisions. Capitalized terms used (i) Subject to the limitation on damages contained in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company Section 13(b)(ii) hereof, Seller hereby agrees to indemnify indemnify, protect, defend and hold harmless Placement Agent Buyer and each of the other Indemnified Parties (as hereinafter defined) its officers, directors members shareholders tenants, successors and assigns harmless from and against any and all claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses) which any of them may suffer as a result of: (A) any breach of or inaccuracy in the representations and warranties, or breach, non-fulfillment or default in the performance of any of the conditions, covenants and agreements, of Seller contained in this Agreement or in any certificate or document delivered by Seller pursuant to any of the provisions of this Agreement, unless Seller cures such matter in the manner provided in Section 8(p) herein or (B) the failure to discharge any federal, state or local tax liability, or to pay any other assessments, recoupments, claims, damagesfines, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and penalties or other amounts or liabilities accrued or payable with respect to any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response activities of Seller prior to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation Closing Date (whether brought before or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's acting for after the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreementClosing Date), or (C) any obligation which is expressly the enforcement responsibility of Seller under this Agreement, or (D) any amounts required to cure citation violations issued by Placement Agent any state or federal health or human services authority on the Facility relating to any period prior to the Closing Date (whether brought before or after the Closing Dates), or (E) any claim by any employee of its rights Seller relating to any period of employment prior to the Closing Date (whether brought before or after the Closing Date), or (F) the existence against the Real Property of any mechanic’s or materialmen’s claims resulting from the action or inaction of Seller or anyone acting under authority of Seller, or (G) any other cost, claim or liability arising out of or relating to events (other than as a result of the actions of Buyer or Buyer’s Consultants) or Seller’s ownership, operation or use of the Facility prior to the Closing Date. Any amount due under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions aforesaid indemnity shall be in addition to any liability, which the Company may otherwise have to any Indemnified Partydue and payable by Seller within 30 days after demand thereof. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party Seller shall have the right to retain counsel of its own choice to represent itcontest any such claims, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle liabilities or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, obligations as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Directorherein.

Indemnification Provisions. Capitalized terms used in this Exhibit shall have In connection with the meanings ascribed to such terms in the Agreement engagement letter to which this Exhibit A is attached. The attached (the “Engagement Letter”), the Company agrees and the Sponsor (the “Indemnitors”) agree to indemnify and hold harmless Placement Agent Maxim and its affiliates, and the respective officers, directors, employees, agents and representatives of Maxim, its affiliates and each other person, if any, controlling Maxim or any of the its affiliates (Maxim and each such other person being an “Indemnified Parties (as hereinafter definedPerson”) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony damages or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating liabilities related to, based upon, arising out of, or in connection with, Placement Agent's acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement (the “Engagement”) under the Engagement Letter, and will reimburse each Indemnified Person for all expenses (including fees and expenses of Placement Agent by counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any action, claim, suit, investigation or proceeding related to, arising out of or in connection with the Company Engagement, whether or not pending or threatened and whether or not any Indemnified Person is a party. The Indemnitors will not, however, be responsible for any other reasonlosses, except to the extent claims, damages or liabilities (or expenses relating thereto) that any such liability is found are judicially determined in a final judgment by a court of competent jurisdiction (not subject to further appeal) appeal to have resulted primarily and directly from the bad faith or gross negligence of any Indemnified Person. Neither Indemnitor will, without Maxim’s prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes a release of each Indemnified Person from any liabilities arising out of such action, claim, suit or proceeding. No Indemnified Person seeking indemnification, reimbursement or contribution under this agreement will, without the prior written consent of the Indemnitors, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph. If the indemnification provided for in the first paragraph of this Exhibit A is judicially determined to be unavailable (other than in accordance with the third sentence of the first paragraph hereof) to an Indemnified Person in respect of any losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions Person hereunder, the Indemnitors shall extend contribute to the following persons amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (collectivelyand expense relating thereto): (i) in such proportion as is appropriate to reflect the relative benefits to the applicable Indemnified Person, on the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws)one hand, and the officersIndemnitors, directorson the other hand, partnersof the Engagement or (ii) if the allocation provided by clause (i) above is not available, stockholders, members, managers, employees, legal counsel, agents in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of each of the applicable Indemnified Person and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commencedIndemnitors, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptnesswell as any other relevant equitable considerations; provided, however, that in no event shall any failure Indemnified Person’s aggregate contribution to the amount paid or payable exceed the aggregate amount of fees actually received by an Maxim under the Engagement Letter. Assuming that the Indemnitors have fully satisfied the amount of their obligations provided for herein to the Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent itPersons, and the feesIndemnified Persons shall have no further liabilities in connection therewith, then the Indemnitors may take control of any pending action or litigation in order to reduce the expenses in connection therewith. For the purposes of this Exhibit A, the relative benefits to the Indemnitors and disbursements the applicable Indemnified Person of such counsel the Engagement shall be borne deemed to be in the same proportion as: (a) the total value paid or contemplated to be paid or received or contemplated to be received by the Indemnitors and their affiliates (including the Company. Any ’s stockholders), as the case may be, in the transaction or transactions that are the subject of the Engagement, whether or not any such counsel shalltransaction is consummated, bears to (b) the extent consistent with its professional responsibilities, cooperate fees paid to Maxim in connection with the Company and any counsel designated by the CompanyEngagement. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New YorkXxx Xxxx, NY 10174 XX 00000 * Tel tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New Yorkxxx.xxxxxxxx.xxx Procedure. Upon obtaining knowledge of any claim which may give rise to indemnification not involving a Third Party Claim, NY * Long Island. NY * Red Bankthe Indemnified Person shall, NJ China Deyu Agriculture Technologyas promptly as practicable following the date the Indemnified Person has obtained such knowledge, Ltd. January give written notice (which may be delivered by facsimile transmission, 2010 shall notwith confirmation of receipt by the receiving party) of such claim for which indemnification is sought (each, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent “Claim”) to the entry Indemnitors, but no failure to give such notice shall relieve the Indemnitors of any judgment liability hereunder (except to the extent that the Indemnitors have suffered actual, irreversible and material economic prejudice thereby). The Indemnified Person, at its cost, shall furnish to the Indemnitors in respect thereof, unless good faith and in reasonable detail such settlement, compromise or consent (i) includes, information as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or Person may have with respect to such Claim. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, suit or proceeding involving a Claim by a third party (each, a “Third Party or an adverse statement Claim”) against it, such Indemnified Person will give written notice to the Indemnitors of the commencement of such Third Party Claim, and shall give the Indemnifying Party such information with respect thereto as the Indemnitors may reasonably request, but no failure to give such notice shall relieve the Indemnitors of any liability hereunder (except to the characterextent the Indemnitors have suffered actual, professionalismirreversible and material economic prejudice thereby). The Indemnitors shall have the right, expertise or reputation but not the obligation, to assume the defense and control the settlement of any Indemnified such Third Party or any action or inaction of any Indemnified Party. In order to provide for just Claim, at their cost and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if expense (and only if) the allocation provided not as a reduction in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received indemnification available hereunder), using counsel selected by Placement Agent in connection with the Indemnitors and reasonably acceptable to the Indemnified Person. If the Indemnitors satisfy the requirements of this Exhibit A and desire to exercise our right to assume the defense and control the settlement of such transaction Third Party Claim, the Indemnitors shall give written notice (the “Notice”) to the Indemnified Person within fourteen (14) calendar days of receipt of notice from the Indemnified Person of the commencement of or transactionsassertion of any Third Party Claim stating that the Indemnitors shall be responsible for such Third Party Claim. Notwithstanding the foregoing, the Indemnified Person shall have the right: (i) to assume the defense and control the settlement of a Third Party Claim and (ii) to employ separate counsel at our reasonable expense (provided that the Indemnitors shall not be required to reimburse the expenses and costs of more than one law firm) and control its own defense of a Third Party Claim if (x) the named parties to any such action (including any impleaded parties) include both the Indemnified Person and us, and the Indemnified Person shall have been advised by counsel that there are one or more legal or equitable defenses available to the Indemnified Person that are different from those available to the Indemnitors, (y) such Third Party Claim involves equitable or other non-monetary damages or in no event the reasonable judgment of the Indemnified Person, such settlement would have a continuing material adverse effect on the Indemnified Person’s business (including any material impairment of its relationships with customers and suppliers) or (z) or in the reasonable judgment of the Indemnified Person, the Indemnitors may not be able to satisfy fully such Third Party Claim. In addition, if the Indemnitors fail to give the Indemnified Person the Notice in accordance with the terms hereof, the Indemnified Person shall have the amount contributed right to assume control of the defense of and settle the Third Party Claim and all costs incurred in connection therewith shall constitute damages of the Indemnified Person. For the avoidance of doubt, the Indemnitors acknowledge that they will advance any retainer fees required by all legal counsel to an Indemnified Parties exceed Person simultaneously with the engagement by such Indemnified Person of such counsel, it being understood and agreed that the amount of such retainer shall not exceed $20,000 and that such retainer shall be credited to fees previously received by Placement Agent pursuant incurred with the balance (if any) refundable to the AgreementIndemnitors. Neither termination nor completion If at any time after the Indemnitors assume the defense of a Third Party Claim, any of the Agreement shall affect these Indemnification Provisions which shall remain operative and conditions set forth in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of paragraph above are no longer satisfied, the Indemnified Parties and their respective successorsPerson shall have the same rights as set forth above as if the Indemnitors never assumed the defense of such claim. Notwithstanding the foregoing, assignsthe Indemnitors or the Indemnified Person, heirs and personal representativesas the case may be, shall have the right to participate, at the Indemnitors’ or the Indemnified Person’s own expense, in the defense of any Third Party Claim that the other party is defending. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New YorkXxx Xxxx, NY 10174 XX 00000 * Tel tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New Yorkxxx.xxxxxxxx.xxx June , NY * Long Island2013 Medifocus, Inc. Page 11 If the Indemnitors assume the defense of any Third Party Claim in accordance with the terms hereof, the Indemnitors shall have the right, upon 30 calendar days’ prior written notice to the Indemnified Person, to consent to the entry of judgment with respect to, or otherwise settle such Third Party Claim; provided, however, that with respect to such consent to the entry of judgment or settlement, the Indemnified Person will not have any liability and will be fully indemnified with respect to all Third Party Claims. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with Notwithstanding the foregoing, please execute the Indemnitors shall not have the right to consent to the entry of judgment with respect to, or otherwise settle a Third Party Claim if: (i) the consent to judgment or settlement of such Third Party Claim involves equitable or other non-monetary damages against the Indemnified Person, or (ii) in the reasonable judgment of the Indemnified Person, such settlement would have a continuing effect on the Indemnified Person’s business (including any material impairment of its relationships with customers and return one copy suppliers), without the prior written consent of the Indemnified Person. In addition, the Indemnified Person shall have the sole and exclusive right to settle any Third Party Claim on such terms and conditions as it deems reasonably appropriate, (x) if the Indemnitors fail to assume the defense in accordance with the terms hereof, or (y) to the extent such Third Party Claim involves only equitable or other non-monetary relief, and shall have the right to settle any Third Party Claim involving monetary damages with our consent, which consent shall not be unreasonably withheld. The provisions of this agreement Exhibit A shall apply to the undersigned, together with a check Engagement and any modification thereof and shall remain in full force and effect regardless of any termination or wire for $25,000 representing the Retainer payment in connection with completion of Maxim’s services under the agreementEngagement Letter. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: DirectorMembers FINRA & SIPC

Indemnification Provisions. Capitalized terms used in this Exhibit Addendum shall have the meanings ascribed to such terms in the Agreement to which this Exhibit Addendum is attached. The In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "“Losses"”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's ’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreementthe engagement letter between the Placement Agent and the Company, dated October 16, 2017), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's ’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "“Indemnified Parties"”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholdersshareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunderhereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. An In case any such action is brought against any Indemnified Party shall have and such Indemnified Party notifies the right Company of the commencement thereof, the Company may elect to retain assume the defense thereof, with counsel of its own choice reasonably satisfactory to represent itsuch Indemnified Party, and an Indemnified Party may employ counsel to participate in the feesdefense of any such action provided, expenses and disbursements that the employment of such counsel shall be borne at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's ’s written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholdersshareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholdersits shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director, Invesment Investment Banking Agreed to and accepted this of JanuaryATOSSA THERAPEUTICS, 2010 China Deyu Agriculture Technology, Ltd. INC. By: /s/ Xxxxxxxx Xxx Xxxx Xxxx Name: Xxxxxxxx Xxx Xxxx Xxxx Title: DirectorChief Financial Officer

Indemnification Provisions. Capitalized terms used in this Exhibit Addendum shall have the meanings ascribed to such terms in the Agreement to which this Exhibit Addendum is attached. The : In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all reasonable legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the reasonable costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "“Losses"”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's ’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's ’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "“Indemnified Parties"”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's ’s written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it its stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Director.

Indemnification Provisions. Capitalized terms used in this Exhibit shall have In connection with the meanings ascribed to such terms in the Agreement engagement letter to which this Exhibit A is attached. The attached (the “Engagement Letter”), the Company (the “Indemnitor”) agrees to indemnify and hold harmless Placement Agent Tripoint and its affiliates, and the respective officers, directors, employees, agents and representatives of Tripoint, its affiliates and each other person, if any, controlling Tripoint or any of the its affiliates (Tripoint and each such other person being an “Indemnified Parties (as hereinafter definedPerson”) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony damages or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating liabilities related to, based upon, arising out of, or in connection with, Placement Agent's acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement (the “Engagement”) under the Engagement Letter, and will reimburse each Indemnified Person for all expenses (including fees and expenses of Placement Agent by counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any action, claim, suit, investigation or proceeding related to, arising out of or in connection with the Company Engagement, whether or not pending or threatened and whether or not any Indemnified Person is a party. The Indemnitor will not, however, be responsible for any other reasonlosses, except to the extent claims, damages or liabilities (or expenses relating thereto) that any such liability is found are judicially determined in a final judgment by a court of competent jurisdiction (not subject to further appeal) appeal to have resulted primarily and directly from such Indemnified Party's the bad faith or gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the CompanyPerson. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall Indemnitor will not, without the Tripoint’s prior written consent of Placement Agentconsent, settle or compromise any claimsettle, or permit a default or compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect thereof, of which indemnification may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise compromise, consent or termination includes a release of each Indemnified Person from any liabilities arising out of such action, claim, suit or proceeding. No Indemnified Person seeking indemnification, reimbursement or contribution under this Exhibit A will, without the prior written consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnitor, which consent will not be unreasonably withheld, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph. If the indemnification provided for in the first paragraph of this Exhibit A is judicially determined to be unavailable (other than in accordance with the third sentence of the first paragraph hereof) to an Indemnified Parties of an unconditional release from all liability Person in respect of any losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such claimIndemnified Person hereunder, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company Indemnitor shall contribute to the Losses to which any amount paid or payable by such Indemnified Party may be subject Person as a result of such losses, claims, damages or liabilities (and expense relating thereto): (i) in accordance with such proportion as is appropriate to reflect the relative benefits received by to the Company and its stockholders, subsidiaries and affiliatesapplicable Indemnified Person, on the one hand, and the Indemnified PartyIndemnitor, on the other hand, and of the Engagement or (ii) if (and only if) the allocation provided in by clause (i) of this sentence above is not permitted by applicable lawavailable, in such proportion as is appropriate to reflect not only the relative benefits, benefits referred to in such clause (i) but also the relative fault of each of the Company, on the one hand, applicable Indemnified Person and the Indemnified PartyIndemnitor, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any other relevant equitable considerations. No person found liable for a fraudulent misrepresentation ; provided, however, that in no event shall be entitled to any Indemnified Person’s aggregate contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the amount paid or payable exceed the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactionsTripoint under the Engagement Letter. Notwithstanding Assuming that the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed Indemnitor has fully satisfied the amount of fees previously their obligations provided for herein to the Indemnified Persons, and the Indemnified Persons shall have no further liabilities in connection therewith, then the Indemnitor may take control of any pending action or litigation in order to reduce the expenses in connection therewith. For the purposes of this Exhibit A, the relative benefits to the Indemnitor and the applicable Indemnified Person of the Engagement shall be deemed to be in the same proportion as: (a) the total value paid or contemplated to be paid or received or contemplated to be received by Placement Agent pursuant to the Agreement. Neither termination nor completion Indemnitor and its affiliates (including the Company’s stockholders), as the case may be, in the transaction or transactions that are the subject of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon Engagement, whether or not any such transaction is consummated, bears to (b) the Company and its successors and assigns and shall inure fees paid to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment Tripoint in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: DirectorEngagement.

Indemnification Provisions. Capitalized terms used (i) Subject to the limitation on damages contained in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company Section 13(b)(ii) hereof, Seller hereby agrees to indemnify indemnify, protect, defend and hold harmless Placement Agent Buyer and each of the other Indemnified Parties (as hereinafter defined) its officers, directors members shareholders tenants, successors and assigns harmless from and against any and all claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses) which any of them may suffer as a result of: (A) any material breach of or material inaccuracy in the representations and warranties, or breach, non-fulfillment or default in the performance of any of the conditions, covenants and agreements, of Seller contained in this Agreement or in any certificate or document delivered by Seller pursuant to any of the provisions of this Agreement, unless Seller cures such matter in the manner provided in Section 8(p) herein or (B) the failure to discharge any federal, state or local tax liability, or to pay any other assessments, recoupments, claims, damagesfines, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and penalties or other amounts or liabilities accrued or payable with respect to any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response activities of SHI prior to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation Closing Date (whether brought before or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's acting for after the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreementClosing Date), or (C) any obligation which is expressly the enforcement responsibility of Seller under this Agreement, or (D) any amounts required to cure citation violations issued by Placement Agent any state health or human services authority on the Facility relating to any period prior to the Closing Date (whether brought before or after the Closing Dates), or (E) any claim by any employee of its rights SHI or Operator relating to any period of employment prior to the Closing Date (whether brought before or after the Closing Date), or (F) the existence against the Real Property of any mechanic’s or materialmen’s claims resulting from the action or inaction of SHI or anyone acting under authority of SHI, including Operator, or (G) any other cost, claim or liability arising out of or relating to events (other than as a result of the actions of Buyer or Buyer’s Consultants) or SHI’s ownership, operation or use of the Facility prior to the Closing Date. Any amount due under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions aforesaid indemnity shall be in addition to any liability, which the Company may otherwise have to any Indemnified Partydue and payable by Seller within 30 days after demand thereof. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party Seller shall have the right to retain counsel of its own choice to represent itcontest any such claims, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle liabilities or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, obligations as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Directorherein.

Indemnification Provisions. Capitalized terms used in this Exhibit shall have Without limiting the meanings ascribed to such terms generality or effect of Section 6.3(a) or any Other Legal Contract Indemnity Rights, in the Agreement event of any threatened or actual claim, action, suit, proceeding, investigation, judgment or settlement (a “Claim”), whether civil, criminal or administrative in which any Indemnified Party has been, or is threatened to which this Exhibit is attached. The be, made a party, relating to, resulting from, or arising out of any act or failure to act by any Indemnified Party in respect of any event or circumstance involving the Company, any Company agrees to indemnify Subsidiary or their respective business, whether or not identified on the Company Disclosure Letter, from and hold harmless Placement Agent and after the Appointment Time, each of Parent and the other Surviving Corporation, on behalf of themselves and their respective subsidiaries, will indemnify to the fullest extent permitted by law and also hold harmless, any Indemnified Parties (as hereinafter defined) from and Party against any and all losses, claims, damages, obligations, penaltiesliabilities, judgments, awardsamounts paid in settlements, liabilitiespenalties and any amount owing or paid in connection with any claim already asserted or threatened and thereafter asserted, in each case, whether joint or several, including costs, expenses and attorney’s fees, disbursements, and any supersedeas bonds expert and all actionsother necessary fees and expenses, suitsin advance of the final disposition of any Claim to each Indemnified Party, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating to, based uponand, arising out of, or pertaining to (A) the fact that such an Indemnified Party was a director (including in connection witha capacity as a member of any committee of the Board of Directors of the Company), Placement Agent's acting for officer, employee or agent of the Company, includingany Company Subsidiaries or any of their respective predecessors, without limitationa fiduciary with respect to any employee benefit plan maintained by any of the foregoing, prior to the Effective Time, or (B) this Agreement or any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a parttransactions contemplated hereby, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or whether in any instrumentcase asserted or arising before or after the Effective Time. Each Indemnified Party will be entitled to be represented by counsel of his, document her or agreement relating theretoits choosing at the expense of the Surviving Corporation in any Claim, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found litigation listed in a final judgment by a court of competent jurisdiction (not subject to further appealSection 6.3(b) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability Disclosure Letter (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws“Existing Litigation”), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses disbursements and disbursements other charges of such counsel shall whom (or of any other expert retained in respect of any Claim) will be borne paid in advance or reimbursed (at the sole election of the Indemnified Party) by Parent and the CompanySurviving Corporation. Any such counsel shallAs between the Indemnified Parties, to on the extent consistent with its professional responsibilitiesone hand, cooperate with and Parent and the Company Surviving Corporation, on the other hand, Parent and any counsel designated by the Company. The Company shall be liable Surviving Corporation will have the sole liability for any settlement losses, claims, damages, liabilities, in each case, whether joint or several, or expenses of any claim against nature under any theory from any Indemnified Party made in connection with any Claim relating to the Company's written consentExisting Litigation or any cost or expenses paid, reimbursed or incurred hereunder and by this Agreement and will discharge any and all obligations that any Indemnified Party may have in any Existing Litigation. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New YorkNeither Parent nor the Surviving Corporation will settle, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereofany threatened or actual Claim for which indemnification has been or could be sought by an Indemnified Party hereunder or under any Other Legal Contract Indemnity Rights, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of includes an unconditional release of such Indemnified Party from all liability in respect related to, resulting from or arising out of any Claim, including any Existing Litigation, or the events giving rise thereto, unless such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party otherwise consents, in its sole discretion, in writing to such settlement, compromise, or an adverse statement consent. Parent, the Surviving Corporation and the applicable Indemnified Parties will cooperate with respect to each other in the character, professionalism, expertise or reputation defense of any matter for which such Indemnified Party or any action or inaction could seek indemnification hereunder. Parent’s and the Surviving Corporation’s indemnification obligations under this Section 6.3 related to claims already asserted and/or threatened and asserted hereafter shall continue until the final disposition of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: DirectorClaim.

Indemnification Provisions. Capitalized terms used (i) Subject to the limitation on damages contained in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company Section 13(b)(ii) hereof, Seller hereby agrees to indemnify indemnify, protect, defend and hold harmless Placement Agent Buyer and each of the other Indemnified Parties (as hereinafter defined) its officers, directors members shareholders tenants, successors and assigns harmless from and against any and all claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses) which any of them may suffer as a result of: (A) any material breach of or material inaccuracy in the representations and warranties, or breach, non-fulfillment or default in the performance of any of the conditions, covenants and agreements, of Seller contained in this Agreement or in any certificate or document delivered by Seller pursuant to any of the provisions of this Agreement, unless Seller cures such matter in the manner provided in Section 8(p) herein or (B) the failure to discharge any federal, state or local tax liability, or to pay any other assessments, recoupments, claims, damagesfines, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and penalties or other amounts or liabilities accrued or payable with respect to any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response activities of Seller prior to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation Closing Date (whether brought before or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's acting for after the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreementClosing Date), or (C) any obligation which is expressly the enforcement responsibility of Seller under this Agreement, or (D) any amounts required to cure citation violations issued by Placement Agent any state health or human services authority on any Facility relating to any period prior to the Closing Date (whether brought before or after the Closing Dates), or (E) any claim by any employee of its rights Seller relating to any period of employment prior to the Closing Date (whether brought before or after the Closing Date), or (F) the existence against the Real Property of any mechanic’s or materialmen’s claims resulting from the action or inaction of Seller or anyone acting under authority of Seller, or (G) any other cost, claim or liability arising out of or relating to events (other than as a result of the actions of Buyer or Buyer’s Consultants) or Seller’s ownership, operation or use of any Facility prior to the Closing Date. Any amount due under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions aforesaid indemnity shall be in addition to any liability, which the Company may otherwise have to any Indemnified Partydue and payable by Seller within 30 days after demand thereof. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party Seller shall have the right to retain counsel of its own choice to represent itcontest any such claims, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle liabilities or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, obligations as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Directorherein.

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Placement Agent Sterling, its affiliates, the directors, officers and employees of Sterling and its affiliates, and each other person or entity, ix xxx, controlling Sterling or any of its affiliates (collectively, "Indemnified Persons"), from and against, and the other Indemnified Parties Company agrees that except for any Losses (as hereinafter defineddefined herein) that are finally judicially determined to have resulted from and against the bad faith or gross negligence of such Indemnified Person, no Indemnified Person shall have any and all liability to the Company or its owners, parents, affiliates, securityholders or creditors for, any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, liabilities or reasonable expenses and disbursements, and any and all (including actions, suits, claims or proceedings and investigations in respect thereof (collectively, "Actions") brought by or against any person, including stockholders of the Company, and the cost of any investigation and all legal preparation therefore and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)defense thereof) (collectively, "Losses"), directly ) (A) related to or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's acting for of (i) the Company, including, without limitation, any 's action or failure to act or omission by Placement Agent in connection with its acceptance of the Transaction or Sterling's Role (as determined herein), (ii) any statements or xxxxxxxns made in any written disclosure or other written information or materials used in connection with the transaction(s) described in or contemplated by this letter (collectively, the "Transactions") or the performance services, commitment or non-performance of its other obligations under undertaken by Sterling in this letter agreement (collectively, "Sterling's Roxx"), xx (iii) the Agreement between action or failure to act by an Indxxxxxxxx Person with the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (Company's consent or in any instrument, document reasonable reliance on the Company's action or agreement relating thereto, including any agency agreement)failure to act or (B) otherwise related to or arising out of the Transactions or Sterling's Role, or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisionsany other matter referred to in this letter axxxxxxxx, except that the forgoing shall not apply to the extent Losses of an Indemnified Person that any such Losses are found in a final judgment determined by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) appeal to have resulted primarily and directly from the bad faith or gross negligence of such Indemnified Person. If such indemnification is judicially determined to be unavailable (other than by reason of the bad faith or gross negligence of any such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of any such claimLosses, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall agrees to contribute to the Losses involved in such proportion as is appropriate to which any Indemnified Party may be subject (i) in accordance with reflect the relative benefits received by the Company and its stockholders, subsidiaries and affiliatesin the Transactions, on the one hand, and the Indemnified PartySterling, on the other handother, and (ii) if (and only if) the such allocation provided is judicially determixxx xx x court of competent jurisdiction in clause (i) of this sentence is a final judgment not permitted by applicable lawsubject to appeal to be unavailable, in such proportion as is appropriate to reflect not only the such relative benefits, but also other equitable consideration such as the relative fault of the Company, on the one hand, and the Indemnified Partyof Sterling, on the other hand. The Company will reimburse each Indemnified Person for all reasonable expenses (including reasonable fees and disbursements of counsel) as they are incurred by such Indemnified Person in connection with investigating, preparing for or defending any Action (or enforcing this letter agreement), in connection with pending or threatened litigation in which any Indemnified Person is a party, and whether or not such Action is brought by Sterling. The Company agrees that it will not settle or comprxxxxx xx consent to the statements, acts entry of any judgment in any pending or omissions threatened Action in respect of which resulted in such Losses as well as any relevant equitable considerationsindemnification may be sought hereunder (whether or not an Indemnified Person is a party therein) unless the Company has given Sterling reasonable prior written notice thereof and obtained an unconditional release of each Indemnified Person from all liability arising therefrom. No person found liable for a fraudulent misrepresentation Indemnified Person seeking indemnification, reimbursement or contribution hereunder will, without the prior written consent of the Company, settle, compromise, consent to the entry of any judgment in or otherwise terminate any Action. The Company's reimbursement, indemnity and contribution obligations hereunder shall be entitled in addition to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and liability that it stockholdersmay otherwise have, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective any successors, assigns, heirs and representatives of any Indemnified Person. Solely for the purpose of enforcing the letter agreement, the Company hereby consents to personal representativesjurisdiction and venue in any court in which any Action is brought. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel -------------------------------------------------------------------------------- CONFIDENTIAL 8 STERLING FINANCIAL INVESTMENT GROUP In the event that an arbitration is commenced against an Indemnified Person in which a claim is asserted that relates to or arises out of any of the matters referred to in clause (000A) 000-0000 * or (000B) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at of the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy first sentence of this Schedule I, the Company agrees to arbitration of any claims Indemnified Persons may have against the Company pursuant to this letter agreement to under the undersignedsame rules as, together with a check or wire for $25,000 representing and under the Retainer payment auspices of the same organization as, the arbitration in which the claim is asserted against the Indemnified Person. The Company acknowledges that, in connection with Sterling's Role, Sterling is acting as an independent contractor wxxx xxxies owinx xxxxxy to the agreementCompany. This engagement The provisions of this Schedule I shall survive any termination of the letter may he executed in ,,agreement or completion of the Transaction or Sterling's Role. STERLING HEREBY AGREES AND THE COMPANY HEREBY AGXXXX, XN ITS OWX XXXXXX XXX XN BEHALF OF ITS SECURITYHOLDERS, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTER-CLAIM OR ACTION ARISING OUT OF STERLING'S ROLE OR THIS LETTER AGREEEMENT. -------------------------------------------------------------------------------- CONFIDENTIAL 9 STERLING FINANCIAL INVESTMENT GROUP CONFIDENTIAL May 3, 2004 NEW YORK HEALTH CARE, INC. SUMMARY OF INDICATIVE TERMS AND CONDITIONS $6,000,000 MAXIMUN/$2,500,000 MINIMUM OFFERING SIZE The issuance and sale of such securities is subject to, among other things, completion of due diligence to Sterling Financial Investment Group's' satisfaction and the preparation of definitive documentation to effect the Transaction. ISSUER: New York Health Care, Inc. (qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Directorthe "Company").

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "“Losses"”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's ’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's ’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "“Indemnified Parties"”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's ’s written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, Members FINRA & SIPC 400 Xxxxxxxxx Xxx. * New York, NY 10174 * tel: (000) 000-0000 * (000) 000-0000 * fax: (000) 000-0000 * wxx.xxxxxxxx.xxx Takung Art Co., Ltd April 28, 2021 Page 10 or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 400 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel tel: (000) 000-0000 * (000) 000-0000 * fax fax: (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Directorwxx.xxxxxxxx.xxx

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Placement Agent Maxim and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent. Maxim's acting for the Company, including, without limitation, any act or omission by Placement Agent Maxim in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent Maxim to which these indemnification provisions are attached and form a partpart (the "Agreement"), any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreementAgency Agreement), or the enforcement by Placement Agent Maxim of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent Maxim by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement AgentMaxim, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, liability which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement AgentXxxxx, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent Maxim in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent Maxim pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Director.

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Placement Agent and each of Cantor, to the other Indemnified Parties (as hereinafter defined) fullest extent permitted by law, from and against any and all losses, claims, damages, obligations, assessments, penalties, judgments, awards, liabilitiesand other liabilities (collectively, “Liabilities”), and will fully reimburse Cantor for any and all reasonable fees, costs, expenses and disbursementsdisbursements (collectively, “Expenses”), as and when incurred, of investigating, preparing or defending any claim, action, suit, proceeding or investigation in connection with any pending or threatened litigation or arbitration against Cantor (collectively, “Actions”) (including any and all actions, suits, proceedings and investigations in respect thereof and any and all reasonable legal and other costs, expenses and disbursements reasonable Expenses in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"otherwise), directly or indirectly, caused by, relating to, based upon, arising out of, of or in connection with, Placement Agent's acting for the Company, including, without limitation, with (a) any act or omission by Placement Agent Cantor in connection with its acceptance the Offering, or (b) any untrue statement or alleged untrue statement of a material fact contained in, or the performance omissions or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a partalleged omissions from, any breach filing with the U.S. Securities and Exchange Commission or any other governmental agency or similar statements or omissions in or from any information furnished by the Company to Cantor or any other person in connection with the Offering; provided, however, such indemnity agreement shall not apply to any portion of any representation, warranty, covenant such Liability or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except Expense to the extent that any such Losses are it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of Cantor, in which event the Indemnified Party seeking indemnification Company shall be reimbursed any amounts advanced by it hereunder. The Notwithstanding anything to the contrary contained herein, the Company also agrees that no Indemnified Party shall have not be obligated hereunder to indemnify Cantor for any liability (whether direct arising out of or indirectbased upon any untrue statement or alleged untrue statement of a material fact contained in, or omissions or alleged omissions from, any filing with the U.S. Securities and Exchange Commission or any other governmental agency, if such untrue statement or alleged untrue statement or omission or alleged omission is made in contract or tort or otherwise) reliance upon and in conformity with written information furnished to the Company for or by Cantor in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified PartyOffering. If any action, suit, proceeding or investigation Action is commenced, as to which an Indemnified Party Cantor proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party Cantor to notify the Company shall not relieve the Company from its obligations hereunderhereunder except to the extent that, such omission results in the forfeiture of substantive rights or defenses by the Company. An Indemnified Party Cantor shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party Cantor made with the Company's ’s written consent, which consent shall not be unreasonably withheld. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement AgentCantor, settle or compromise any claim, or permit a default or consent to the entry of any judgment in any Action in respect thereofof which indemnification may be sought hereunder, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of includes an unconditional release of Cantor from all liability in respect arising out of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified PartyAction. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions Indemnification Provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company Company, on the one hand, and Cantor, on the other hand, shall contribute to the Losses Liabilities and Expenses to which any Indemnified Party the indemnified persons may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliatesCompany, on the one hand, and the Indemnified PartyCantor, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified PartyCantor, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any Liabilities and Expenses and the relevant equitable considerationsconsiderations shall also be considered. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement engagement of Cantor referred to above shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Director.

Indemnification Provisions. Capitalized terms used In the event that Digital Offering, the respective shareholders, directors, officers, agents or employees of Digital Offering, or any other person controlling Digital Offering (collectively, together with Digital Offering, “Indemnified Persons”) becomes involved in this Exhibit shall have any capacity in any action, claim, suit, investigation or proceeding, actual or threatened, brought by or against any person, including equity holders of Company, in connection with or as a result of (i) the meanings ascribed to such terms in engagement contemplated by the Agreement letter agreement to which this Exhibit Annex I is attachedattached (the “engagement”), including related to or arising out of or in connection with Digital Offering’s services (whether occurring before, at or after the date hereof) under the Agreement, or the transactions identified in the engagement or any proposed transaction contemplated by the Agreement or any Indemnified Person’s role in connection therewith, whether or not resulting from an Indemnified Person’s negligence, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any offering materials, including but not limited to any private placement memorandum, offering summary, slide decks, registration statement, prospectus and any prospectus supplement or other offering materials used to offer securities of Company in a transaction subject to the engagement as such materials may be amended or supplemented (and including but not limited to any documents deemed to be incorporated therein by reference) (collectively, the “Offering Materials”), or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, Company will reimburse such Indemnified Person for its reasonable and documented legal and other expenses (including without limitation the reasonable and documented costs and expenses incurred in connection with investigating any potential Losses or claims, preparing for and responding to third party subpoenas or enforcing the engagement) incurred in connection therewith as such expenses are incurred; provided, however, that with respect to clause (i) above if it is finally determined by a court or arbitral tribunal (without right of appeal) in any such action, claim, suit, investigation or proceeding that any loss, claim damage or liability of Digital Offering or any other Indemnified Person has resulted primarily and directly from the gross negligence, bad faith or willful misconduct of Digital Offering, then Digital Offering will repay such portion of reimbursed amounts that is attributable to expenses incurred in relation to the act or omission of Digital Offering or any other Indemnified Person which is the subject of such determination. The Company agrees to will also indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) Person from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, damages or liabilities (including actions or proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)thereof) (collectively, "“Losses"), directly ”) related to or indirectly, caused by, relating to, based upon, arising out ofof (i) the engagement, or in connection with, Placement Agent's acting for the Company, including, without limitation, (ii) any act untrue statement or omission by Placement Agent in connection with its acceptance alleged untrue statement of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement material fact contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement)Offering Materials, or any omission or alleged omission to state therein a material fact necessary in order to make the enforcement by Placement Agent statements therein, in the light of its rights the circumstances under the Agreement or these indemnification provisionswhich they were made, except not misleading, except, with respect to clause (i) above, to the extent that any such Losses are found in a final judgment finally determined by a court or arbitral tribunal (without right of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the willful misconduct, bad faith or gross negligence of Digital Offering or any other Indemnified Person. If such indemnification is for any reason not available or insufficient to hold an Indemnified Person harmless (except by reason of the gross negligence, bad faith or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability Digital Offering (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities lawsas described above), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company Digital Offering shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, involved in such proportion as is appropriate to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by Company, on the one hand, and by Digital Offering and/or any other Indemnified Person, on the other hand, with respect to the engagement or, if such allocation is determined by a court or arbitral tribunal to be unavailable, in such proportion as is appropriate to reflect other equitable considerations such as the relative fault of Company on the one hand and it stockholdersof Digital Offering and/or any other Indemnified Person on the other hand; provided, subsidiaries however, that in no event shall the amounts to be contributed by Digital Offering exceed the fees actually received by Digital Offering in the engagement. Relative benefits to Company, on the one hand, and affiliates Digital Offering and/or any other Indemnified Person, on the other hand, shall be deemed to be equal in the same proportion as (i) the total value received or to be received by Company or its security holders, as the case may be, pursuant to the aggregate consideration payable transaction(s), whether or receivable not consummated, contemplated by such parties in connection with the transaction or transactions engagement, bears to which the Agreement relates relative to the amount of (ii) all fees actually received by Placement Agent Digital Offering in the engagement. Company also agrees that neither Digital Offering nor any other Indemnified Person shall have any liability to Company or any person asserting claims on behalf or in right of Company in connection with such transaction or transactions. Notwithstanding as a result of the foregoingengagement or any matter referred to in the engagement, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant except to the Agreement. Neither termination nor completion extent that any Losses incurred by Company are finally determined by a court or arbitral tribunal (without right of appeal) to have resulted primarily and directly from the willful misconduct, bad faith or gross negligence of Digital Offering or any other Indemnified Person in performing the services that are the subject of the Agreement shall affect these Indemnification Provisions which shall remain operative engagement. If at any time an Indemnified Person requests Company to reimburse the Indemnified Person for legal or other expenses in connection with investigating, responding to or defending any Proceedings as contemplated by this indemnity agreement, Company will be liable for any settlement of any Proceedings effected without its written consent if (i) the proposed settlement is entered into more than 30 days after receipt by Company of the request for reimbursement, (ii) Company has not reimbursed the Indemnified Person within 30 days of such request for reimbursement, (iii) the Indemnified Person delivered written notice to Company of its intention to settle and the failure to pay within such 30 day period, and (iv) Company does not, within 15 days of receipt of the notice of the intention to settle and failure to pay, reimburse the Indemnified Person for such legal or other expenses and object to the Indemnified Person’s seeking to settle such Proceedings. Company’s reimbursement, indemnity and contribution obligations hereunder will be in full force addition to any liability that it may otherwise have, and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall will inure to the benefit of the Indemnified Parties and their respective any successors, assigns, heirs and representatives of each Indemnified Person. Solely for the purpose of enforcing the letter agreement, Company hereby consents to personal representativesjurisdiction and venue in any court in which any Proceeding is brought. Members FINRA & Company’s obligations hereunder shall be in addition to any rights that any Indemnified Person may have at common law or otherwise. The provisions of this Annex I shall apply to the engagement (including related activities prior to the date hereof) and any modification thereof and shall remain in full force and effect regardless of the completion or termination of the engagement. If any term, provision, covenant or restriction herein is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. In the event Company proposes to engage in any sale, distribution or liquidation of all or a significant part of its assets, or any merger or consolidation and Company is not to be the surviving or resulting corporation or entity in such merger or consolidation, Company will give prompt prior notice thereof to Digital Offering and will make proper provision in a manner reasonably satisfactory to Digital Offering so that Company’s obligations hereunder are expressly assumed by the other party or parties to such transaction. Member FINRA/SIPC 000 1000 Xxxxxxxxx Xxx. * New YorkXxxxxx, NY 10174 * Tel Xxxxx X Laguna Beach, CA 92651 Phone (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you ANNEX II Standard Terms and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: DirectorProvisions

Indemnification Provisions. Capitalized terms used in this Exhibit shall have In connection with the meanings ascribed to such terms in the Agreement engagement letter to which this Exhibit A is attached. The attached (the “Engagement Letter”), the Company (the “Indemnitor”) agrees to indemnify and hold harmless Placement Agent Maxim and its affiliates, and the respective officers, directors, employees, agents and representatives of Maxim, its affiliates and each other person, if any, controlling Maxim or any of the its affiliates (Maxim and each such other person being an “Indemnified Parties (as hereinafter definedPerson”) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony damages or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating liabilities related to, based upon, arising out of, or in connection with, Placement Agent's acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by (the Company or “Engagement”) under the Engagement Letter as well as for any other reasonlosses, except to claims, damages or liabilities related to, arising out of or in connection with the extent Folio Offering, and will reimburse each Indemnified Person for all reasonable expenses (including reasonable fees and expenses of counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any action, claim, suit, investigation or proceeding related to, arising out of or in connection with the Engagement and/or the Folio Offering, whether or not pending or threatened and whether or not any Indemnified Person is a party. The Indemnitor will not, however, be responsible for any losses, claims, damages or liabilities (or expenses relating thereto) that any such liability is found are judicially determined in a final judgment by a court of competent jurisdiction (not subject to further appeal) appeal to have resulted primarily and directly from such Indemnified Party's the bad faith, gross negligence or willful misconductintentional misconduct of any Indemnified Person. These Indemnification Provisions shall extend Neither Indemnitor will, without Xxxxx’s prior written consent, settle, compromise, consent to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons entry of any of them. These indemnification provisions shall be judgment in addition or otherwise seek to any liability, which the Company may otherwise have to any Indemnified Party. If terminate any action, suitclaim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or investigation not any Indemnified Person is commenceda party thereto) unless such settlement, as to which an compromise, consent or termination includes a release of each Indemnified Party proposes to demand Person from any liabilities asserted against such Indemnified Person arising out of such action, claim, suit or proceeding. No Indemnified Person seeking indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall notreimbursement or contribution under this agreement will, without the prior written consent of Placement Agentthe Indemnitor, settle or compromise any claimsettle, or permit a default compromise, or consent to the entry of any judgment in respect thereofor otherwise seek to terminate any action, unless such settlementclaim, compromise suit, investigation or consent proceeding referred to in the preceding paragraph. If the indemnification provided for in the first paragraph of this Exhibit A is judicially determined to be unavailable (i) includes, as an unconditional term thereof, other than in accordance with the giving by the claimant to all third sentence of the first paragraph hereof) to an Indemnified Parties of an unconditional release from all liability Person in respect of any losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such claimIndemnified Person hereunder, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company Indemnitor shall contribute to the Losses to which any amount paid or payable by such Indemnified Party may be subject Person as a result of such losses, claims, damages or liabilities (and expense relating thereto): (i) in accordance with such proportion as is appropriate to reflect the relative benefits received by to the Company and its stockholders, subsidiaries and affiliatesapplicable Indemnified Person, on the one hand, and the Indemnified PartyIndemnitor, on the other hand, and of the Engagement or (ii) if (and only if) the allocation provided in by clause (i) of this sentence above is not permitted by applicable lawavailable, in such proportion as is appropriate to reflect not only the relative benefits, benefits referred to in such clause (i) but also the relative fault of each of the Company, on the one hand, applicable Indemnified Person and the Indemnified PartyIndemnitor, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any other relevant equitable considerations. No person found liable for a fraudulent misrepresentation ; provided, however, that in no event shall be entitled to any Indemnified Person’s aggregate contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the amount paid or payable exceed the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction Xxxxx under the Engagement Letter. Assuming that the Indemnitor has fully satisfied or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed agreed to satisfy the amount of fees previously their obligations provided for herein to the Indemnified Persons, and have agreed that the Indemnified Persons shall have no further liabilities in connection therewith, then the Indemnitor may take control of any pending action or litigation in order to reduce the expenses in connection therewith. For the purposes of this Exhibit A, the relative benefits to the Indemnitor and the applicable Indemnified Person of the Engagement shall be deemed to be in the same proportion as: (a) the total net value paid or contemplated to be paid or received by Placement Agent pursuant to the Agreement. Neither termination nor completion Indemnitors and their affiliates (including the Company’s stockholders), as the case may be, in the transaction or transactions that are the subject of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon Engagement and/or the Company and its successors and assigns and shall inure Folio Offering, whether or not any such transaction is consummated, bears to (b) the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward fees paid to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment Maxim in connection with the agreementEngagement. This engagement letter may he executed in ,,(qtriterpartsJanuary 16, electronic mail and by facsimile transmission. Very truly yours2018 Royalty Flow, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: DirectorInc. Page 9

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company MFIC Corporation agrees to indemnify and hold harmless Placement Agent Maxim and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "“Losses"”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's Maxim’s acting for the Company, including, without limitation, any act or omission by Placement Agent Maxim in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent Maxim to which these indemnification provisions are attached and form a partpart (the “Agreement”), any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreementAgency Agreement), or the enforcement by Placement Agent Maxim of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent Maxim by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's ’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "“Indemnified Parties"”): Placement AgentMaxim, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, liability which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's ’s written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement AgentMaxim, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent Maxim in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent Maxim pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at FEE SCHEDULE Capitalized terms used in this Exhibit shall have the prospect of working with you and look forward meanings ascribed to a successful offering. If you are such terms in agreement with the foregoing, please execute and return one copy of Agreement to which this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: DirectorExhibit is attached.

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company hereby agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) holders of the Notes or Registrable Securities and their respective directors, officers, agents and employees from and hold each of them harmless against any and all losses, liabilities, claims, damagesdamages or expenses actually incurred by any of them, obligationsincluding attorneys' fees, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and arising out of or by reason of (i) any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectivelyinvestigation, "Losses")litigation, directly or indirectly, caused by, relating to, based upon, arising out ofsettlement, or in connection with, Placement Agent's acting for the Company, including, without limitation, other administrative or judicial proceeding related to any act use made or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent proposed to which these indemnification provisions are attached and form a part, any breach be made by the Company of the proceeds of the Notes or the Company's issuance thereof; (ii) any representation, warranty, covenant breach of a representation or agreement warranty of the Company to the Purchasers contained in the Agreement (herein or in any instrumentcertificate delivered pursuant to the provisions hereof; (iii) the failure of the Company or its Subsidiaries to perform any agreement set forth herein; (iv) any action, document or agreement relating theretosuit, including any agency agreement)investigation, litigation, settlement, or other administrative or judicial proceeding related to: (a) any environmental cleanup, assessment, containment, removal, testing, monitoring or audit, (b) non-compliance with any Environmental Laws, or (c) other matters relating to the enforcement by Placement Agent protection of the Environment, in each case arising from or alleged to arise from acts or omissions of, or circumstances or conditions related to, the Company or any of its rights under Subsidiaries; or (v) an actual or alleged Environmental Condition involving the Agreement Company or these indemnification provisionsany Subsidiary thereof, except to regardless of whether caused by, or within the extent that control of, the Company or such Subsidiary (but excluding any such Losses are found in a final judgment losses, liabilities, claims, damages or expenses incurred by a court reason of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunderPerson to be indemnified). The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except If and to the extent that the foregoing undertaking may be unenforceable for any such liability is found in a final judgment by a court of competent jurisdiction (not subject reason, the Company hereby agrees to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend make the maximum contribution to the following persons (collectivelypayment and satisfaction of each of such losses, the "Indemnified Parties"): Placement Agentliabilities, its present and former affiliated entitiesclaims, managersdamages, membersexpenses, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses fees and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions which is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by permissible under applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: DirectorLaws.

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Placement Agent XXXX and its affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) and their respective directors, officers, employees, agents and controlling persons (XXXX and each of the other such person each being an “Indemnified Parties (as hereinafter definedParty”) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses damages and disbursements, and any and all liabilities (or actions, suitsincluding shareholder actions, proceedings and investigations in respect thereof thereof), joint or several, to which such Indemnified Party may become subject under any applicable federal or state law, or otherwise, which are related to or result from the performance by XXXX of the services contemplated by or the engagement of XXXX pursuant to this Agreement and will promptly reimburse any Indemnified Party for all reasonable expenses (including reasonable counsel fees and all legal and other costsexpenses) as they are incurred in connection with the investigation of, expenses and disbursements in giving testimony preparation for or furnishing documents in response to a subpoena defense arising from any threatened or otherwise (includingpending claim, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any such Indemnified Party is a party)) (collectivelyparty and whether or not such claim, "Losses"), directly action or indirectly, caused by, relating to, based upon, arising out of, proceeding is initiated or in connection with, Placement Agent's acting for brought by the Company, including, without limitation, . The Company will not be liable to any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations Indemnified Party under the Agreement between the Company foregoing indemnification and Placement Agent reimbursement provisions (i) for any settlement by an Indemnified Party effected without its prior written consent (not to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant be unreasonably withheld); or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except ii) to the extent that any such Losses are loss, claim, damage or liability is found in a final final, non-appealable judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or Indemnified Party’s willful misconduct of the Indemnified Party seeking indemnification hereunderor gross negligence. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with its security holders or creditors related to or arising out of the engagement of Placement Agent XXXX pursuant to, or the performance by XXXX of the Company or for any other reasonservices contemplated by, this Agreement except to the extent that any such loss, claim, damage or liability is found in a final final, non-appealable judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such ROTH’s willful misconduct or gross negligence. Promptly after receipt by an Indemnified Party's gross negligence Party of notice of any intention or willful misconduct. These Indemnification Provisions shall extend threat to the following persons (collectivelycommence an action, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning suit or proceeding or notice of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons commencement of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suitsuit or proceeding, proceeding or investigation is commenced, as to which an such Indemnified Party proposes will, if a claim in respect thereof is to demand indemnificationbe made against the Company pursuant hereto, it shall promptly notify the Company with reasonable promptness; provided, however, that any in writing of the same. Any failure or delay by an Indemnified Party to notify give the notice referred to in this paragraph shall not affect such Indemnified Party’s right to be indemnified hereunder, except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit or proceeding on behalf of such Indemnified Party. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company shall not relieve of the commencement thereof, the Company from its obligations hereunder. An may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party shall have may employ counsel to participate in the right to retain counsel defense of its own choice to represent itany such action provided, and that the fees, expenses and disbursements employment of such counsel shall be borne at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company. Any such , (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel shall, to the extent consistent with its professional responsibilitiesIndemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, cooperate with or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company and any that makes it impossible or inadvisable for counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry Company to conduct the defense of any judgment both parties (in respect thereof, unless which case the Company will not have the right to direct the defense of such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all action on behalf of the Indemnified Parties of an unconditional release from all liability Party), or (iii) the Company has not in respect fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such claimaction within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (iiand local counsel) does not contain representing Indemnified Parties. If the indemnification provided for in this Agreement is for any factual or legal admission reason held unenforceable by or with respect to an Indemnified Party or an adverse statement with respect to the characterParty, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall agrees to contribute to the Losses to losses, claims, damages and liabilities for which any Indemnified Party may be subject such indemnification is held unenforceable (i) in accordance with such proportion as is appropriate to reflect the relative benefits received by to the Company and its stockholders, subsidiaries and affiliatesCompany, on the one hand, and the Indemnified Party, XXXX on the other hand, and of the Offering as contemplated whether or not the Offering is consummated or, (ii) if (and but only if) the allocation provided for in clause (i) of this sentence is not permitted by applicable lawfor any reason unenforceable, in such proportion as is appropriate to reflect not only the relative benefits, benefits referred to in clause (i) but also the relative fault of the Company, on the one hand, hand and the Indemnified PartyXXXX, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any other relevant equitable considerations. No person found liable The Company agrees that for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The the purposes of this paragraph the relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates XXXX of the Offering as contemplated shall be deemed to be equal in the same proportion that the total value received or contemplated to be received by the aggregate consideration payable or receivable by such parties Company in connection with the transaction or transactions to which the Agreement relates relative Offering bear to the amount of fees actually received by Placement Agent in connection with such transaction paid or transactionsto be paid to XXXX under this Agreement. Notwithstanding the foregoing, the Company expressly agrees that XXXX shall not be required to contribute any amount in no event shall excess of the amount contributed by all Indemnified Parties exceed which fees paid to XXXX hereunder (excluding reimbursable expenses), exceeds the amount of fees previously received by Placement Agent pursuant any damages which XXXX has otherwise been required to pay. The Company agrees that without ROTH’s prior written consent, which shall not be unreasonably withheld, it will not settle, compromise or consent to the Agreemententry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought under the indemnification provisions of this Agreement (whether or not XXXX or any other Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action or proceeding. Neither termination nor completion In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon or against the Company and its successors and assigns and shall inure in which such Indemnified Party is not named as a defendant, the Company agrees to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to promptly reimburse XXXX on a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire monthly basis for $25,000 representing the Retainer payment all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail reasonable fees and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this disbursements of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Directorits legal counsel.

Indemnification Provisions. Capitalized terms used in this Exhibit In consideration of the agreement of Xxxx Holdings, LLC (“Xxxx”) to perform Services under the attached Agreement, Primus Therapeutics, Inc. (the “Company”) shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Placement Agent Xxxx, its affiliates, and their respective officers, directors, employees, agents and representatives (each of the other such other, an “Indemnified Parties (as hereinafter definedPerson”) from and against any and all losses, claimsclaim, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony damages or furnishing documents in response to liability (a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)“Liability”) (collectively, "Losses"), directly or indirectly, caused by, relating related to, based upon, arising out of, or in connection with, Placement Agent's acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement performance of Placement Agent Services by the Xxxx pursuant to this Agreement, and shall reimburse each Indemnified Person for all expenses (including reasonable fees and expenses of counsel) incurred in connection with investigating, preparing, pursuing or defending any such Liability, whether or not pending or threatened and whether or not any Indemnified Person is a party. The Company or will not however, be responsible for any other reason, except to the extent Liability (or expenses relating thereto) that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) finally judicially determined to have resulted primarily and directly from such Indemnified Party's the willful misconduct, acts of bad faith or gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any Indemnified Person or that result from a material breach of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to contract of any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the CompanyPerson. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall will not, without the Dana’s prior written consent of Placement Agentconsent, settle or compromise any claimsettle, or permit a default or compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding to which any Indemnified Person is a party and in respect thereofof which indemnification may be sought hereunder, unless such settlement, compromise compromise, consent or termination includes a release of each Indemnified Person party thereto from any Liability arising out of such action, claim, suit or proceeding. No Indemnified Person seeking indemnification, reimbursement or contribution under this agreement will, without the Company’s prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph. If the indemnification provided for in the first paragraph of this agreement is judicially determined to be unavailable (i) includes, as an unconditional term thereof, other than in accordance with the giving by the claimant to all second sentence of the first paragraph hereof) to an Indemnified Parties of an unconditional release from all liability Person in respect of any Liability referred to herein, then, in lieu of indemnifying such claimIndemnified Person hereunder, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any amount paid or payable by such Indemnified Party may be subject Person as a result of such Liability (and reasonable expense relating thereto) (i) in accordance with such proportion as is appropriate to reflect the relative benefits received by to the Company and its stockholders, subsidiaries and affiliatesapplicable Indemnified Person, on the one hand, and the Indemnified PartyCompany, on the other hand, and of the Agreement, or (ii) if (and only if) the allocation provided in by clause (i) of this sentence above is not permitted by applicable lawavailable, in such proportion as is appropriate to reflect not only the relative benefits, benefits referred to in such clause (i) but also the relative fault of each of the applicable Indemnified Person and the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any other relevant equitable considerations. No person found liable for a fraudulent misrepresentation ; provided, however, that in no event shall be entitled to any Indemnified Person’s aggregate contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the amount paid or payable exceed the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent Xxxx in connection with the provision of Services under the Agreement. For the purposes of the foregoing, the relative benefits to the Company and the applicable Indemnified Person of the Engagement shall be deemed to be in the same proportion as (a) the total value paid or contemplated to be paid or received or contemplated to be received by the Company or its shareholders, as the case may be, in the Transaction or Transactions contemplated by the Agreement, whether or not any such transaction is consummated, bears to (b) the fees paid to Xxxx in connection with the transactions contemplated by the Agreement. Upon becoming aware of any claim that may give rise to indemnification not involving a Third Party Claim (as defined below), the Indemnified Person shall, as promptly as practicable following the date the Indemnified Person has obtained such knowledge, give written notice of such claim for which indemnification is sought (each, a “Claim”) to the Company, but no failure to give such notice shall relieve the Company of any liability hereunder (except to the extent the Company has suffered actual, irreversible and material economic prejudice thereby). The Indemnified Person, at its cost, shall furnish to the Company in good faith and in reasonable detail such information as the Indemnified Person may have with respect to such Claim. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, suit or transactionsproceeding involving a Claim by a third party (each, a “Third Party Claim”) against it, such Indemnified Person shall give written notice to the Company of the commencement of such Third Party Claim, and shall give the Company such information with respect thereto as the Company may reasonably request, but no failure to give such notice shall relieve the Company of any liability hereunder (except to the extent the Company has suffered actual, irreversible and material economic prejudice thereby). The Company shall have the right, but not the obligation, to assume the defense and control the settlement of such Third Party Claim, at the Company’s cost and expense (and not as a reduction in the amount of indemnification available hereunder), using counsel selected by the Company and reasonably acceptable to the Indemnified Person. If the Company satisfies the requirements of this agreement and desires to exercise its right to assume the defense and control the settlement of such Third Party Claim, the Company shall give written notice (the “Notice”) to the Indemnified Person within fourteen (14) calendar days of receipt of notice from the Indemnified Person of the commencement or assertion of such Third Party Claim, stating that the Company shall be responsible therefor. Notwithstanding the foregoing, the Indemnified Person shall have the right: (i) to assume the defense and control the settlement of a Third Party Claim and (ii) to employ separate counsel at the Company‘s reasonable expense (provided that the Company shall not be required to reimburse the expenses and costs of more than one law firm) and control its own defense of a Third Party Claim if (x) the named parties to any such action (including any impleaded parties) include both the Indemnified Person and the Company , and the Indemnified Person shall have been advised by counsel that there are one or more legal or equitable defenses available to the Indemnified Person that are different from those available to the Company, (y) such Third Party Claim involves equitable or other non-monetary damages or in no event the reasonable judgment of the Indemnified Person, such settlement would have a continuing material adverse effect on the Indemnified Person’s business (including any material impairment of its relationships with customers and suppliers) or (z) in the reasonable judgment of the Indemnified Person, the Company may not be able to satisfy fully such Third Party Claim. In addition, if the Company fails to give the Indemnified Person the Notice in accordance with the terms hereof, the Indemnified Person shall have the amount contributed right to assume control of the defense of and settle the Third Party Claim and all costs incurred in connection therewith shall constitute damages of the Indemnified Person. For the avoidance of doubt, the Company acknowledges that the Company will advance any retainer fees required by all legal counsel to an Indemnified Parties exceed Person simultaneously with the engagement by such Indemnified Person of such counsel, it being understood and agreed that the amount of such retainer shall not exceed $20,000 and that such retainer shall be credited to fees previously received by Placement Agent pursuant incurred with the balance (if any) refundable to the AgreementCompany. Neither termination nor completion If at any time after the Company assumes the defense of a Third Party Claim, any of the conditions set forth in the paragraph above are no longer satisfied, the Indemnified Person shall have the same rights as set forth above as if the Company never assumed the defense of such claim. Notwithstanding the foregoing, the Company or the Indemnified Person, as the case may be, shall have the right to participate, at its own expense, in the defense of any Third Party Claim that the other party is defending. If the Company assumes the defense of any Third Party Claim in accordance with the terms hereof, the Company shall have the right, upon 30 calendar days’ prior written notice to the Indemnified Person, to consent to the entry of judgment with respect to, or otherwise settle such Third Party Claim; provided, however, that with respect to such consent to the entry of judgment or settlement, the Indemnified Person will not have any liability and will be fully indemnified with respect to all Third Party Claims. Notwithstanding the foregoing, the Company shall not have the right to consent to the entry of judgment with respect to, or otherwise settle a Third Party Claim if: (i) the consent to judgment or settlement of such Third Party Claim involves equitable or other non-monetary damages against the Indemnified Person, or (ii) in the reasonable judgment of the Indemnified Person, such settlement would have a continuing effect on the Indemnified Person’s business (including any material impairment of its relationships with customers and suppliers), without the prior written consent of the Indemnified Person. In addition, the Indemnified Person shall have the sole and exclusive right to settle any Third Party Claim on such terms and conditions as it deems reasonably appropriate, (x) if the Company fails to assume the defense in accordance with the terms hereof, or (y) to the extent such Third Party Claim involves only equitable or other non-monetary relief, and shall have the right to settle any Third Party Claim involving monetary damages with the Company’s consent, which consent shall not be unreasonably withheld. The provisions of this Exhibit A shall apply to Agreement shall affect these Indemnification Provisions which and any modification thereof and shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon effect regardless of any termination or the Company and its successors and assigns and shall inure to completion of Dana’s Services under the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: DirectorAgreement.

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain one counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's ’s written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx XxxExhibit B : FORM OF WARRANT ATTACHED END NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. * New YorkTHIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. FORM OF COMMON STOCK PURCHASE WARRANT NIGHTFOOD HOLDINGS INC. Warrant Shares: Initial Exercise Date: [______], NY 10174 * Tel 2021 THIS COMMON STOCK PURCHASE WARRANT (000the “Warrant”) 000-0000 * certifies that, for value received, Xxxxxxx Xxxxxx LLC or its assigns (000the “Holder”) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New Yorkis entitled, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at upon the prospect of working with you terms and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement subject to the undersignedlimitations on exercise and the conditions hereinafter set forth, together with at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 18, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NightFood Holdings, Inc. a check or wire for $25,000 representing Nevada corporation., (the Retainer payment “Company”), up to [___] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: DirectorSection 2(b).

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Placement Agent and each of Bear Sxxxxxx, to the other Indemnified Parties (as hereinafter defined) fullest extent permitted by law, from and against any and all losses, claims, damages, obligations, assessments, penalties, judgments, awards, liabilitiesand other liabilities (collectively, “Liabilities”), and will fully reimburse Bear Sxxxxxx for any and all reasonable fees, costs, expenses and disbursementsdisbursements (collectively, “Expenses”), as and when incurred, of investigating, preparing or defending any claim, action, suit, proceeding or investigation, whether or not in connection with pending or threatened litigation or arbitration, and any and all actionswhether or not Bear Sxxxxxx is a party (collectively, suits, proceedings and investigations in respect thereof and “Actions”) (including any and all legal and other costs, expenses and disbursements Expenses in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"otherwise), directly or indirectly, caused by, relating to, based upon, arising out of, of or in connection with, Placement Agent's acting for the Company, including, without limitation, with (a) any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement agreement dated November __, 2006 between Bear Sxxxxxx and the Company, as it may be amended from time to time (the "Agreement"), or (b) any untrue statement or alleged untrue statement of Placement Agent a material fact contained in, or omissions or alleged omissions from any Information furnished by the Company to Bear Sxxxxxx, any court or for governmental or regulatory agency, commission or instrumentality or any other reasonprospective financing source; provided, except however, such indemnity agreement shall not apply to any portion of any such Liability or Expense to the extent that any such liability it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's the gross negligence or willful misconductmisconduct of Bear Sxxxxxx. These Indemnification Provisions shall be in addition to any liability which the Company may otherwise have to Bear Sxxxxxx or the persons indemnified below in this sentence and shall extend to the following persons (collectivelyfollowing: The Bear Sxxxxxx Companies Inc., the "Indemnified Parties"): Placement AgentBear, its present and former Sxxxxxx & Co. Inc., their respective affiliated entities, managers, membersdirectors, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions All references to Bear Sxxxxxx in these Indemnification Provisions shall be understood to include any and all of the foregoing. Capitalized terms used herein without definition shall have the meanings ascribed thereto in addition to any liability, which the Company may otherwise have to any Indemnified PartyAgreement. If any action, suit, proceeding or investigation Action is commenced, as to which an Indemnified Party Bear Sxxxxxx proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party Bear Sxxxxxx to notify the Company shall not relieve the Company from its obligations hereunderhereunder unless the Company has been adversely affected by Bear Sxxxxxx’ failure to so notify the Company. An Indemnified Party Bear Sxxxxxx shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements Company shall pay the Expenses of such counsel shall be borne by the Company. Any counsel; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party Bear Sxxxxxx made with the Company's written consent, which consent shall not be unreasonably withheld. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement AgentBear Sxxxxxx, which consent shall not be unreasonably withheld, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability any Action in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Partywhich indemnification may be sought hereunder. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions Indemnification Provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company Company, on the one hand, and Bear Sxxxxxx, on the other hand, shall contribute to the Losses Liabilities and Expenses to which any Indemnified Party the indemnified persons may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliatesCompany, on the one hand, and the Indemnified PartyBear Sxxxxxx, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified PartyBear Sxxxxxx, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any Liabilities and Expenses and the relevant equitable considerationsconsiderations shall also be considered. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event Bear Sxxxxxx shall the not be obligated to contribute any amount contributed by all Indemnified Parties exceed pursuant to this paragraph that exceeds the amount of fees previously received by Placement Agent Bear Sxxxxxx or which at the time such contribution is required Bear Sxxxxxx is entitled to receive pursuant to the Agreement. Neither termination nor completion of the Agreement engagement of Bear Sxxxxxx referred to above shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Director.

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Placement Agent Finder and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the reasonable costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "“Losses"”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's acting for Finder’s engagement by the Company, including, without limitation, any act or omission by Placement Agent Finder in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent Finder to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement)Agreement, or the enforcement by Placement Agent the Finder of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent the Finder by the Company or for any other reasonCompany, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's ’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "“Indemnified Parties"”): Placement AgentFinder, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, liability which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the reasonable fees, expenses and disbursements of such counsel shall be borne by the Company. Any The Indemnified Parties agree that they will permit the Company to assume the defense and control the settlement of such counsel shallaction, suit, proceeding or investigation, if they can reach an acceptable agreement as to the extent consistent with its professional responsibilities, cooperate with the Company procedure and any counsel designated by the Companyprocess. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's ’s written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agentthe Finder, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it its stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees compensation actually received by Placement Agent Finder in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously compensation received by Placement Agent Finder pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: DirectorEXHIBIT B CANDIDATES

Indemnification Provisions. Capitalized terms used in this Exhibit shall have In connection with the meanings ascribed to such terms in the Agreement engagement letter to which this Exhibit A is attached. The attached (the “Engagement Letter”), the Company (the “Indemnitor”) agrees to indemnify and hold harmless Placement Agent Maxim and its affiliates, and the respective officers, directors, employees, agents and representatives of Maxim, its affiliates and each other person, if any, controlling Maxim or any of the its affiliates (Maxim and each such other person being an “Indemnified Parties (as hereinafter definedPerson”) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony damages or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating liabilities related to, based upon, arising out of, or in connection with, Placement Agent's acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement (the “Engagement”) under the Engagement Letter, and will reimburse each Indemnified Person for all reasonable expenses (including reasonable fees and expenses of Placement Agent by counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any action, claim, suit, investigation or proceeding related to, arising out of or in connection with the Company Engagement, whether or not pending or threatened and whether or not any Indemnified Person is a party. The Indemnitor will not, however, be responsible for any other reasonlosses, except to the extent claims, damages or liabilities (or expenses relating thereto) that any such liability is found are judicially determined in a final judgment by a court of competent jurisdiction (not subject to further appeal) appeal to have resulted primarily and directly from such Indemnified Party's the bad faith or, gross negligence or willful misconductintentional misconduct of any Indemnified Person. These Indemnification Provisions shall extend The Indemnitor will not, without Maxim’s prior written consent, settle, compromise, consent to the following persons entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (collectivelywhether or not any Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes a release of each Indemnified Person from any liabilities asserted against such Indemnified Person arising out of such action, claim, suit or proceeding. No Indemnified Person seeking indemnification, reimbursement or contribution under this agreement will, without the prior written consent of the Indemnitor, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph. If the indemnification provided for in the first paragraph of this Exhibit A is judicially determined to be unavailable (other than in accordance with the second sentence of the first paragraph hereof) to an Indemnified Person in respect of any losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such Indemnified Person hereunder, the "Indemnitor shall contribute to the amount paid or payable by such Indemnified Parties"Person as a result of such losses, claims, damages or liabilities (and expense relating thereto): Placement Agent(i) in such proportion as is appropriate to reflect the relative benefits to the applicable Indemnified Person, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within on the meaning of the federal securities laws)one hand, and the officersIndemnitor, directorson the other hand, partnersof the Engagement or (ii) if the allocation provided by clause (i) above is not available, stockholders, members, managers, employees, legal counsel, agents in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of each of the applicable Indemnified Person and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commencedIndemnitor, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptnesswell as any other relevant equitable considerations; provided, however, that in no event shall any failure Indemnified Person’s aggregate contribution to the amount paid or payable exceed the aggregate amount of fees actually received by an Maxim under the Engagement Letter. Assuming that the Indemnitor have fully satisfied or agreed to satisfy the amount of their obligations provided for herein to the Indemnified Party to notify Persons, and have agreed that the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party Persons shall have no further liabilities in connection therewith, then the right Indemnitor may take control of any pending action or litigation in order to retain counsel reduce the expenses in connection therewith. For the purposes of its own choice this Exhibit A, the relative benefits to represent it, the Indemnitor and the fees, expenses and disbursements applicable Indemnified Person of such counsel the Engagement shall be borne deemed to be in the same proportion as: (a) the total net value paid or contemplated to be paid or received by the Indemnitor and its affiliates (including the Company. Any ’s stockholders), as the case may be, in the transaction or transactions that are the subject of the Engagement, whether or not any such counsel shalltransaction is consummated, bears to (b) the extent consistent with its professional responsibilities, cooperate fees paid to Maxim in connection with the Company and any counsel designated by the CompanyEngagement. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New YorkXxx Xxxx, NY 10174 XX 00000 * Tel tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New Yorkxxx.xxxxxxxx.xxx 180 Life Sciences Corp. January 2021 Page 10 Procedure. Upon obtaining knowledge of any claim which may give rise to indemnification not involving a Third Party Claim, NY * Long Island. NY * Red Bankthe Indemnified Person shall, NJ China Deyu Agriculture Technologyas promptly as practicable following the date the Indemnified Person has obtained such knowledge, Ltd. January give written notice (which may be delivered by facsimile transmission, 2010 shall notwith confirmation of receipt by the receiving party) of such claim for which indemnification is sought (each, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent “Claim”) to the entry Indemnitor, but no failure to give such notice shall relieve the Indemnitor of any judgment liability hereunder (except to the extent that the Indemnitor have suffered actual, irreversible and material economic prejudice thereby). The Indemnified Person, at its cost, shall furnish to the Indemnitor in good faith and in reasonable detail such information as the Indemnified Person may have with respect thereofto such Claim and shall, unless to the extent practicable, cooperate in the defense of the Claim. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, suit or proceeding involving a Claim by a third party (each, a “Third Party Claim”) against it, such settlementIndemnified Person will give written notice to the Indemnitor of the commencement of such Third Party Claim, compromise or consent and shall give the Indemnitor such information with respect thereto as the Indemnitor may reasonably request, but no failure to give such notice shall relieve the Indemnitor of any liability hereunder (i) includesexcept to the extent the Indemnitor has suffered, actual, irreversible and material economic prejudice thereby). The Indemnitor shall have the right, but not the obligation, to assume the defense and control the settlement of such Third Party Claim, at their cost and expense (and not as an unconditional term thereofa reduction in the amount of indemnification available hereunder), using counsel selected by the Indemnitor and reasonably acceptable to the Indemnified Person. If the Indemnitor satisfies the requirements of this Exhibit A and desire to exercise our right to assume the defense and control the settlement of such Third Party Claim, the giving by Indemnitor shall give written notice (the claimant “Notice”) to all the Indemnified Person within fourteen (14) calendar days of the Indemnified Parties Person furnishing to Indeminitors reasonable detail of an unconditional release from all liability in respect of such claim, the facts and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect circumstanced giving rise to the character, professionalism, expertise Third Party Claim and receipt of notice from the Indemnified Person of the commencement of or reputation assertion of any Indemnified Third Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) Claim stating that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation Indemnitor shall be entitled to contribution from any person who is not also found liable responsible for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactionsThird Party Claim. Notwithstanding the foregoing, the Indemnified Person shall have the right: (i) to assume the defense and control the settlement of a Third Party Claim and (ii) to employ separate counsel at our reasonable expense (provided that the Indemnitor shall not be required to reimburse the expenses and costs of more than one law firm) and control its own defense of a Third Party Claim if (x) the named parties to any such action (including any impleaded parties) include both the Indemnified Person and us, and the Indemnified Person shall have been advised by counsel that there are one or more legal or equitable defenses available to the Indemnified Person that are different from and in no event conflict with those available to the Indemnitor or (y) the Indemnitor may not be able to satisfy fully such Third Party Claim. In addition, if the Indemnitor fails to give the Indemnified Person the Notice in accordance with the terms hereof, the Indemnified Person shall have the amount contributed right to assume control of the defense of and settle the Third Party Claim and all costs incurred in connection therewith shall constitute damages of the Indemnified Person. For the avoidance of doubt, the Indemnitor acknowledges that it will advance any retainer fees required by all legal counsel to an Indemnified Parties exceed Person simultaneously with the engagement by such Indemnified Person of such counsel, it being understood and agreed that the amount of such retainer shall not exceed $20,000 and that such retainer shall be credited to fees previously received by Placement Agent pursuant incurred with the balance (if any) refundable to the AgreementIndemnitor. Neither termination nor completion If at any time after the Indemnitor assumes the defense of a Third Party Claim, any of the Agreement shall affect these Indemnification Provisions which shall remain operative and conditions set forth in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of paragraph above are no longer satisfied, the Indemnified Parties and their respective successorsPerson shall have the same rights as set forth above as if the Indemnitor never assumed the defense of such claim. Notwithstanding the foregoing, assignsthe Indemnitor or the Indemnified Person, heirs and personal representativesas the case may be, shall have the right to participate, at the Indemnitor’s or the Indemnified Person’s own expense, in the defense of any Third Party Claim that the other party is defending. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New YorkXxx Xxxx, NY 10174 XX 00000 * Tel tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New Yorkxxx.xxxxxxxx.xxx 180 Life Sciences Corp. January 2021 Page 11 If the Indemnitor assumes the defense of any Third Party Claim in accordance with the terms hereof, NY * Long Islandthe Indemnitor shall have the right, upon 20 calendar days’ prior written notice to the Indemnified Person, to consent to the entry of judgment with respect to, or otherwise settle such Third Party Claim; provided, however, that with respect to such consent to the entry of judgment or settlement, the Indemnified Person will not have any liability and will be fully released with respect to all Third Party Claims. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with Notwithstanding the foregoing, please execute and return one copy of this agreement the Indemnitor shall not have the right to consent to the undersignedentry of judgment with respect to, together or otherwise settle a Third Party Claim if: (i) the consent to judgment or settlement of such Third Party Claim involves equitable or other non-monetary damages against the Indemnified Person, or (ii) without the prior written consent of the Indemnified Person. In addition, the Indemnified Person shall have the sole and exclusive right to settle any Third Party Claim on such terms and conditions as it deems reasonably appropriate to the extent such Third Party Claim settlement involves only equitable or other non-monetary relief, and shall have the right to settle any Third Party Claim involving monetary damages with a check or wire for $25,000 representing the Retainer payment in connection with the agreementour consent, which consent shall not be unreasonably withheld. This engagement letter may he executed in ,,Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * Xxx Xxxx, XX 00000 * tel (qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Director000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxxx.xxx

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC wxx.XxxxxxxXxxxxx.xxx 1000 Xxxxxxx Xxxx Xxxxx 000 Xxxxxxxxx Xxx. * New YorkXxxxx Xxxxx, NY 10174 * XX 00000 Tel (000) 300-000-0000 * (000) 0000/Fax 200.000.0000/Xxxxxxxxxx@XxxxxxxXxxxxx.xxx Exhibit B: COMPANY PROSPECT LIST Exhibit C: FORM OF WARRANT ATTACHED END wxx.XxxxxxxXxxxxx.xxx 1000 Xxxxxxx Xxxx Xxxxx 000 Xxxxx Xxxxx, XX 00000 Tel 300-000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Director0000/Fax 200.000.0000/Xxxxxxxxxx@XxxxxxxXxxxxx.xxx

Indemnification Provisions. Capitalized terms used in this Exhibit Addendum shall have the meanings ascribed to such terms in the Agreement to which this Exhibit Addendum is attached. The : In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), to the extent permitted by law, the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, reasonable and accountable out-of-pocket costs, reasonable and accountable out-of-pocket expenses and reasonable disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all reasonable legal and other reasonable costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the reasonable and accountable out-of-pocket costs, out-of-pocket expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "“Losses"”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's ’s acting for the CompanyCompany and as a Placement Agent, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance nonperformance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating theretothereto or referred to therein, including the Subscription Agreements and any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court relate to or arise out of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the fraud, recklessness, bad faith, gross negligence or willful misconduct of the Placement Agent or any other Indemnified Party seeking indemnification hereunderParty. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court Loss relates to or arise out of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's fraud, recklessness, bad faith, gross negligence or willful misconductmisconduct of the Placement Agent or any other Indemnified Party. These Indemnification Provisions shall extend to the following persons (collectively, the "“Indemnified Parties"”): the Placement Agent, its present and former affiliated entities, managers, members, officers, directors, shareholders, partners, employees, legal counsel, agents agents, representatives, and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholdersshareholders, members, managers, employees, legal counsel, agents agents, representatives and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain one counsel of its own choice to represent it, and the reasonable fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, reasonably cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Placement Agent’s and the Company's ’s written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholdersshareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, from the Placement of the Securities and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholdersits shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable received or receivable by such parties the Company in connection with the transaction or transactions to which the Agreement relates Placement of Securities relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactionsPlacement. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Director.

Indemnification Provisions. Capitalized terms used in this Exhibit Addendum shall have the meanings ascribed to such terms in the Agreement to which this Exhibit Addendum is attached. The : In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), to the extent permitted by law, the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, reasonable and accountable out-of-pocket costs, reasonable and accountable out-of-pocket expenses and reasonable disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all reasonable legal and other reasonable costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the reasonable and accountable out-of-pocket costs, out-of-pocket expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "“Losses"”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's ’s acting for the CompanyCompany and as a Placement Agent, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance nonperformance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating theretothereto or referred to therein, including the Purchase Agreements and any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court relate to or arise out of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the fraud, recklessness, bad faith, gross negligence or willful misconduct of the Placement Agent or any other Indemnified Party seeking indemnification hereunderParty. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court Loss relates to or arise out of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's fraud, recklessness, bad faith, gross negligence or willful misconductmisconduct of the Placement Agent or any other Indemnified Party. These Indemnification Provisions shall extend to the following persons (collectively, the "“Indemnified Parties"”): the Placement Agent, its present and former affiliated entities, managers, members, officers, directors, shareholders, partners, employees, legal counsel, agents agents, representatives, and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholdersshareholders, members, managers, employees, legal counsel, agents agents, representatives and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain one counsel of its own choice to represent it, and the reasonable fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, reasonably cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Placement Agent’s and the Company's ’s written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholdersshareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, from the Placement of the Securities and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholdersits shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable received or receivable by such parties the Company in connection with the transaction or transactions to which the Agreement relates Placement of Securities relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactionsPlacement. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New YorkIN WITNESS WHEREOF, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward parties have executed this Addendum to a successful offering. If you are in agreement with the foregoing, please execute and return one copy that certain Placement Agency Agreement dated as of this agreement 13th day of December, 2023. JXXXXX XXXXXX & CO., LLC By: Name: Title: Address for notice: 1000 XXX Xxxxx Uniondale, New York 11556 Attention: Sxxxxxx Xxxxx Email: sxxxxx@xxxxxxx.xxx Accepted and Agreed to as of the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLCdate first written above: VISION MARINE TECHNOLOGIES INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing DirectorAddress for notice: 700 Xxxxxxxxx xx Xxxx-Xxxxxx, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing DirectorXxxxxxxxxx Quebec J7G 2A7, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: DirectorCanada

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company Corporation agrees to that it will indemnify and hold harmless Placement Agent the Broker-Dealer, its affiliates, and their respective directors, members, officers, employees, agents, representatives and controlling persons (collectively the “Broker-Dealer” and each of the other such entity or person being an “Indemnified Parties (as hereinafter definedParty”) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, damages and liabilities, costsjoint or several, expenses and disbursementsas incurred, to which such Indemnified Party may become subject, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony related to or furnishing documents in response to a subpoena or otherwise (including, without limitationarising out of the engagement of the Broker-Dealer hereunder, the costsactivities performed or omitted by or on behalf of an Indemnified Party pursuant to this Agreement, expenses and disbursements, as and when incurred, of investigating, preparing, pursing the transactions contemplated thereby or defending any such action, suit, proceeding or investigation (whether or not the Broker-Dealer’s role in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except therewith; provided that Corporation will not be liable to the extent that any such Losses are loss, claim, damage or liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) by a court to have resulted primarily and directly from actions taken or omitted to be taken by the Broker-Dealer in bad faith or from the Broker-Dealer's gross negligence or willful misconduct of in performing the services described above. Corporation also agrees to reimburse any Indemnified Party seeking indemnification hereunderfor all expenses (including reasonable counsel fees and disbursements) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim, or any action, investigation, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party, whether or not liability resulted and whether or not such claim, action or proceeding is initiated or brought by or on behalf of Corporation. The Company Corporation also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for Corporation or in connection with its security holders or creditors related to or arising out of the engagement of Placement Agent the Broker-Dealer pursuant to, or the performance by the Company or for any other reasonBroker-Dealer of the services contemplated by, this Agreement except to the extent that any such loss, claim, damage or liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) by a court to have resulted primarily and directly from such Indemnified Party's actions taken or omitted to be taken by the Broker-Dealer in bad faith or from the Broker-Dealer’s gross negligence or willful misconduct. These Indemnification Provisions shall extend If the indemnification provided for in this Agreement is for any reason held unenforceable, Corporation agrees to contribute to the following persons (collectivelylosses, claims, damages and liabilities, as incurred by any Indemnified Person, for which such indemnification is held unenforceable in such proportion as is appropriate to reflect the "Indemnified Parties"): Placement Agentrelative benefits to Corporation, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within on the meaning of the federal securities laws)one hand, and the officersBroker-Dealer, directorson the other hand, partnersof the transaction contemplated hereby (whether or not the transaction is consummated). Corporation agrees that for the purposes of this paragraph the relative benefits to Corporation and the Broker-Dealer of the transaction shall be deemed to be in the same proportion that the total value of the transaction or contemplated transaction by Corporation as a result of or in connection with the proposed transaction bears to the fee paid or to be paid to the Broker-Dealer under this Agreement; provided that, stockholdersto the extent permitted by applicable law, members, managers, employees, legal counsel, agents and controlling persons in no event shall the Indemnified Parties be required to contribute an aggregate amount in excess of the aggregate fees actually paid to the Broker-Dealer under this Agreement. Selling Agreement Promptly after receipt by an Indemnified Party of notice of any claim or the commencement of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, suit or proceeding or investigation is commenced, as with respect to which an Indemnified Party proposes may be entitled to demand indemnificationindemnity hereunder, it shall notify the Company with reasonable promptness; provided, however, that any failure by an such Indemnified Party to will notify Corporation in writing of such claim or of the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel commencement of its own choice to represent itsuch action or proceeding, and Corporation will assume the feesdefense of such action, expenses suit or proceeding and will employ counsel satisfactory to the Indemnified Parties and will pay the fees and disbursements of such counsel, as incurred. Notwithstanding the preceding sentence, any Indemnified Party will be entitled to employ counsel separate from counsel for Corporation and from any other party in such action, which counsel shall be borne approved by the CompanyCorporation, which approval shall not be unreasonably withheld or delayed, if such Indemnified Party reasonably determines that a conflict of interest exists which makes representation by counsel chosen by Corporation not advisable or if such Indemnified Party reasonably determines that Corporation’s assumption of the defense does not adequately represent its interest. Any In such event, the fees and disbursements of such separate counsel shall, will be paid by Corporation. Notwithstanding anything herein to the extent consistent with its professional responsibilitiescontrary, cooperate with the Company and any counsel designated by the Company. The Company in no event shall Corporation be liable for the fees and disbursements of more than one counsel (in addition to local counsel) for all Indemnified Parties in connection with any settlement one action or separate but similar or related actions in the same jurisdiction arising out of any claim against any Indemnified Party made with the Company's written consentsame general allegations or circumstances. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall notCorporation agrees that, without the Broker-Dealer’s prior written consent of Placement Agentconsent, settle or it will not settle, compromise any claim, or permit a default or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect thereofof which indemnification could be sought under the indemnification provision of this Agreement (whether or not the Broker-Dealer or any other Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of includes an unconditional release of each Indemnified Party from all liability in respect arising out of such claim, and action or proceeding. The Broker-Dealer agrees that, without Corporation’s prior written consent, it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought under the indemnification provision of this Agreement (ii) does whether or not contain any factual Corporation is an actual or legal admission by potential party to such claim, action or with respect to proceeding), unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action or an adverse statement with respect to proceeding. Selling Agreement In the character, professionalism, expertise or reputation of event any Indemnified Party is requested or required to appear as a witness in any action, suit or proceeding brought by or on behalf of or against Corporation or any action affiliate or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found participant in a final judgment by a court of competent jurisdiction (not subject to further appeal) that transaction covered hereby in which such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted named as a defendant, Corporation agrees to reimburse the Broker-Dealer and such Indemnified Party for all reasonable disbursements incurred by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent them in connection with such transaction or transactionsIndemnified Party’s appearing and preparing to appear as a witness, including, without limitation, the reasonable fees and disbursements of their legal counsel, and to compensate the Broker-Dealer and such Indemnified Party in an amount to be mutually agreed upon. Notwithstanding In the foregoing, event that any amounts due under these indemnification provisions contained in no this Annex A are not paid within thirty days after written notice of such event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant giving rise to the Agreement. Neither termination nor completion indemnification obligations, such amounts shall bear interest at a rate of 1.5% per month or at the highest rate permitted under the laws of the Agreement State of Nevada, whichever rate is lower. The provisions of Annex A shall affect these Indemnification Provisions be in addition to any liability which Corporation may otherwise have. These provisions shall remain operative be governed by the law of the State of Nevada and shall be operative, in full force and in full effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit , regardless of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy any termination or expiration of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterpartsPALLADIUM CAPITAL TRANS-PHARMA CORPORATION ADVISORS, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking Jxxx Xxxxxxxx By: /s/ Jxxxxx Xxxxx, Ph.D. Jxxx Xxxxxxxx Name: Xxxxxxxx Title: Jxxxxx Xxxxx, Ph.D. Chief Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: DirectorOfficer Chief Executive Officer

Indemnification Provisions. Capitalized terms used in this Exhibit Addendum shall have the meanings ascribed to such terms in the Agreement to which this Exhibit Addendum is attached. The In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "“Losses"”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's ’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreementthe engagement letter between the Placement Agent and the Company, dated December 17, 2017), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's ’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "“Indemnified Parties"”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholdersshareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunderhereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. An In case any such action is brought against any Indemnified Party shall have and such Indemnified Party notifies the right Company of the commencement thereof, the Company may elect to retain assume the defense thereof, with counsel of its own choice reasonably satisfactory to represent itsuch Indemnified Party, and an Indemnified Party may employ counsel to participate in the feesdefense of any such action provided, expenses and disbursements that the employment of such counsel shall be borne at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's ’s written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholdersshareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholdersits shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy [The remainder of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, page has been intentionally left blank.] MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking LLC By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director, Invesment Investment Banking Agreed to and accepted this of JanuaryPAYMENT DATA SYSTEMS, 2010 China Deyu Agriculture Technology, Ltd. INC. By: /s/ Xxxxxxxx Xxx Xxxxx X. Xxxx Name: Xxxxxxxx Xxx Xxxxx X. Xxxx Title: DirectorVice-Chairman & Chief Executive Officer [Signature Page to Indemnification Provisions Pursuant to Placement Agency Agreement between Payment Data Systems, Inc. and Maxim Group LLC]

Indemnification Provisions. Capitalized terms used in this Exhibit Addendum shall have the meanings ascribed to such terms in the Agreement to which this Exhibit Addendum is attached. The In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "“Losses"”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's ’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's ’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "“Indemnified Parties"”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholdersshareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunderhereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. An In case any such action is brought against any Indemnified Party shall have and such Indemnified Party notifies the right Company of the commencement thereof, the Company may elect to retain assume the defense thereof, with counsel of its own choice reasonably satisfactory to represent itsuch Indemnified Party, and an Indemnified Party may employ counsel to participate in the feesdefense of any such action provided, expenses and disbursements that the employment of such counsel shall be borne at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's ’s written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholdersshareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholdersits shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: /s/ Cxxxxxxx Xxxxxx Name: Cxxxxxxx X. Xxxxxx Title: Co-President Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10174 * Tel 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx Accepted and Agreed to as of the date first written above: INVO BIOSCIENCE, INC. Address for Notice: INVO Bioscience, Inc. By: /s/ Sxxxxx Xxxx 5000 Xxxxxxxxx Xxxxx Name: Sxxxxx Xxxx Xxxxxxxx, Florida 34240 Title: Chief Executive Officer Attention Sxxxxx Xxxx E-Mail:sxxxx@xxxxxxx.xxx With a copy to (which shall not constitute notice): Sxxxxxxx, Mxxxxx, Rxxxxxx & Hxxxxxx LLP 300 Xxxxx Xxxx Xxxxxx, 00xx Floor Los Angeles, California 90071 Telephone: (000) 000-0000 * (000) 000Attention: Gxxx Xxxxxx, Esq. E-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New Yorkmail: gxxxxxx@xxxxxxxxxxxxxx.xxx Pursuant to Placement Agency Agreement] between INVO Bioscience, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you Inc. and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP Maxim Group LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Director]

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company (as such term is defined below) agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and SBI against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses expenses, and disbursements, disbursements (and any and all actions, suits, proceedings proceedings, and investigations in respect thereof and any and all legal and other costs, expenses expenses, and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (otherwise), including, without limitation, the costs, expenses expenses, and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding proceeding, or investigation (whether or not in connection with litigation in which any Indemnified Party SBI is a party)) (collectively, "Losses"), directly or indirectly, indirectly caused by, relating to, based upon, arising out of, or our in connection with, Placement Agentwith (a) SBI's acting for the CompanyCompany [and/or the Special Committee], including, including without limitation, any act or omission by Placement Agent SBI in connection with its acceptance of or the performance or non-performance nonperformance of its obligations under the Agreement agreement, between SBI and Netgateway, Inc., as it may be amended from time to time (the Company and Placement Agent to which these indemnification provisions are attached and form "Agreement"), (b) any untrue statement or alleged untrue statement of a partmaterial fact contained in, or omissions or alleged omissions from, any breach information furnished by the Company to SBI, or (c) any Merger (as such term is defined in the Agreement), however, such indemnity agreement shall not apply to any portion of any representationsuch loss, warrantyclaim, covenant or agreement contained in the Agreement (or in any instrumentdamage, document or agreement relating theretoobligation, including any agency agreement)penalty, or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunderSBI. The Company also agrees that no Indemnified Party SBI shall not have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for for, or in connection with with, the engagement of Placement Agent by the Company or for any other reasonSBI, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified PartySBI's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, liability which the Company may otherwise have to SBI or the persons indemnified below in this sentence and shall extend to the following: SBI, its affiliated entities, directors, officers, employees, legal counsel, agents, and controlling persons of SBI within the meaning of the federal securities laws. All references to SBI in this Indemnification Agreement shall be understood to include any Indemnified Partyand all of the foregoing. If any action, suit, proceeding proceeding, or investigation is commenced, as to which an Indemnified Party SBI proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party SBI to notify the Company shall not relieve the Company from of its obligations hereunder. An Indemnified Party SBI shall have the right to retain counsel of its own choice to represent it, and the Company shall have the right to retain counsel of its own choice to represent it, and the Company shall pay the fees, expenses expenses, and disbursements of each such counsel; and such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, responsibilities cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party SBI made with the Company's written consent, which consent shall not be unreasonably withheld. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement AgentSBI, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, settlement compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties SBI of an unconditional release from all liability in respect of such claim in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made made, but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company Company, on the one hand, and SBI, on the other hand, shall contribute to the Losses losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses, and disbursements to which any Indemnified Party the indemnified persons may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and SBI, on the Indemnified Partyother hand, and also the relative fault of the Company on the one hand, and SBI on the other hand, in connection with the statements, acts acts, or omissions which resulted in such Losses as well as any loses claim, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses, and disbursements relevant equitable considerationsconsiderations shall also be considered. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event SBI shall the not be obligated to contribute any amount contributed by all Indemnified Parties exceed hereunder that excess the amount of fees previously received by Placement Agent SBI pursuant to the Agreement. Neither termination nor completion of the Agreement engagement of SBI referred to above shall affect these Indemnification Provisions indemnification provisions which shall then remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Director.

Indemnification Provisions. Capitalized terms used in this Exhibit shall have In connection with our engagement of Cambria as our consultant and advisor, the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company hereby agrees to indemnify and hold harmless Placement Agent Cambria and its affiliates (which, purposes of this indemnity, shall include Cambria Capital Group LLC, a Delaware limited liability company) and the directors, officers, partners, shareholders, members, employees and agents of Cambria and each other person, if any, controlling Cambria or any of its affiliates (collectively the other “Indemnified Parties (as hereinafter defined) Persons”), harmless from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings (including those of shareholders), damages, liabilities and investigations in respect thereof and expenses incurred by any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise of them (including, without limitationbut not limited to, fees and expenses of counsel) which are (A) related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the costsCompany, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the Company’s engagement of Cambria pursuant to this Agreement between the Cambria and the Company, or (B) otherwise related to or arising out of Cambria ’s activities on our behalf pursuant to Cambria ’s engagement under this Agreement, and the Company shall reimburse any Indemnified Person for all expenses (including, but not limited to, fees and disbursements, expenses of counsel) as and when incurred, of incurred by such Indemnified Person in connection with investigating, preparing, pursing preparing or defending any such claim, action, suitsuit or proceeding (collectively a “Claim”), proceeding or investigation (whether or not in connection with pending or threatened litigation in which any Indemnified Party Person is a party)) (collectively. The Company will not, "Losses")however, directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's acting be responsible for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to Claim which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) is finally judicially determined to have resulted primarily and directly exclusively from the gross negligence or willful misconduct of the Indemnified Party any person seeking indemnification hereunder. The Company also further agrees that no Indemnified Party Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with Cambria ’s engagement under the engagement of Placement Agent Agreement except for any Claim incurred by the Company or for solely as a direct result of any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's Person’s gross negligence or willful misconduct. These Indemnification Provisions shall extend The Company further agrees that it will not, without the prior written consent of Cambria settle, compromise or consent to the following persons entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (collectively, the "whether or not any Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities lawsPerson is an actual or potential party to such Claim), unless such settlement, compromise or consent includes a legally binding, unconditional, and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents irrevocable release of each Indemnified Person hereunder from any and controlling persons all liability arising out of such Claim. Promptly upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as Claim with respect to which an indemnification is being sought hereunder, such Indemnified Party proposes to demand indemnification, it Person shall notify the Company with reasonable promptness; providedin writing of such complaint or of such assertion or institution, however, that any but failure by an Indemnified Party to so notify the Company shall not relieve the Company from any obligation it may have hereunder, unless, and only to the extent that, such failure results in the forfeiture by it of substantial rights and defenses, and such failure to so notify the Company will not in any event relieve it from any other obligation or liability it may have to any Indemnified Person otherwise than under this Agreement. If the Company so elects or is requested by such Indemnified Person, it will assume the defense of such Claim, including the employment of counsel reasonably satisfactory to such Indemnified Person and the payment of the fees and expenses of such counsel. In the event, however, that such Indemnified Person reasonably determines in its obligations hereundersole judgment that having common counsel would present such counsel with a conflict of interest or such Indemnified Person concludes that there may be legal defenses available to it or other Indemnified Persons different from or in addition to those available to the Company, then such Indemnified Person may employ its own separate counsel to represent or defend it in any such Claim and the Company shall pay the reasonable fees and expenses of such counsel. An Notwithstanding anything herein to the contrary, if the Company fails timely or diligently to defend, contest, or otherwise protect against any Claim, the relevant Indemnified Party shall have the right, but not the obligation, to defend, contest, compromise, settle, assert crossclaims or counterclaims, or otherwise protect against the same, and shall be fully indemnified by the Company therefor, including, but not limited to, for the fees and expenses of its counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof. In any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such defense and to retain counsel of its own choice counsel therefor at its own expense. The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to represent itbe unavailable for any reason, and then (whether or not Cambria is the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Indemnified Person) the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company Cambria shall contribute to the Losses to Claim for which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence such indemnity is not permitted by applicable law, held unavailable in such proportion as is appropriate to reflect not only the relative benefits, but also the relative fault of benefits to the Company, on the one hand, and the Indemnified PartyCambria , on the other handother, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) Cambria ’s engagement by the Company and it stockholdersunder the Agreement, subsidiaries and affiliates shall be deemed to be equal subject to the aggregate consideration payable or receivable by limitation that in no event shall the amount of Cambria ’s contribution to such parties in connection with the transaction or transactions to which the Agreement relates relative to Claim exceed the amount of fees actually received by Placement Agent Cambria from the Company pursuant to Cambria ’s engagement under the Agreement. The Company hereby agrees that the relative benefits to it, on the one hand, and Cambria , on the other hand, with respect to Cambria ’s engagement under the Agreement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company or its stockholders as the case may be, pursuant to the transaction (whether or not consummated) for which Cambria is engaged to render services bears to (b) the fee paid or proposed to be paid to Cambria in connection with such transaction or transactionsengagement. Notwithstanding the foregoingThe Company’s indemnity, reimbursement and contribution obligations under this Agreement shall be in addition to, and shall in no event shall the amount contributed by all way limit or otherwise adversely affect any rights that an Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted Party may have at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check law or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Directorat equity.

Indemnification Provisions. Capitalized terms used in this Exhibit Addendum shall have the meanings ascribed to such terms in the Agreement to which this Exhibit Addendum is attached. The In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "“Losses"”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's ’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's ’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "“Indemnified Parties"”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholdersshareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunderhereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. An In case any such action is brought against any Indemnified Party shall have and such Indemnified Party notifies the right Company of the commencement thereof, the Company may elect to retain assume the defense thereof, with counsel of its own choice reasonably satisfactory to represent itsuch Indemnified Party, and an Indemnified Party may employ counsel to participate in the feesdefense of any such action provided, expenses and disbursements that the employment of such counsel shall be borne at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's ’s written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholdersshareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholdersits shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: Name: Cxxxxxxx X. Xxxxxx Title: Co-President Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10174 * Tel 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx Accepted and Agreed to as of the date first written above: INVO BIOSCIENCE, INC. Address for Notice: INVO Bioscience, Inc. By: 5582 Broadcast Court Name: Sxxxxx Xxxx Xxxxxxxx, Florida 34240 Title: Chief Executive Officer Attention Sxxxxx Xxxx E-Mail:sxxxx@xxxxxxx.xxx With a copy to (which shall not constitute notice): Sxxxxxxx, Mxxxxx, Rxxxxxx & Hxxxxxx LLP 300 Xxxxx Xxxx Xxxxxx, 00xx Floor Los Angeles, California 90071 Telephone: (000) 000-0000 * (000) 000Attention: Gxxx Xxxxxx, Esq. E-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New Yorkmail: gxxxxxx@xxxxxxxxxxxxxx.xxx Pursuant to Placement Agency Agreement] between NIVO Bioscience, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you Inc. and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP Maxim Group LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Director]

Indemnification Provisions. Capitalized terms used in this Exhibit Addendum shall have the meanings ascribed to such terms in the Agreement to which this Exhibit Addendum is attached. The In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "“Losses"”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's ’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's ’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "“Indemnified Parties"”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholdersshareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunderhereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. An In case any such action is brought against any Indemnified Party shall have and such Indemnified Party notifies the right Company of the commencement thereof, the Company may elect to retain assume the defense thereof, with counsel of its own choice reasonably satisfactory to represent itsuch Indemnified Party, and an Indemnified Party may employ counsel to participate in the feesdefense of any such action provided, expenses and disbursements that the employment of such counsel shall be borne at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's ’s written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholdersshareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholdersits shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. LLC By: /s/ Cxxxxxxx X. Xxxxxx Xxxxx Name: Cxxxxxxx X. Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Investment Banking Address for notice: 300 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx Accepted and Agreed to and accepted this as of Januarythe date first written above: TITAN PHARMACEUTICALS, 2010 China Deyu Agriculture TechnologyINC. Address for Notice: Titan Pharmaceuticals, Ltd. Inc. 400 Xxxxxx Xxxxx Xxxx. Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx By: /s/ Xxxxxxxx Xxx Mxxx Xxxxx, M.D. Att: Bxxxx Xxxxxxx Name: Xxxxxxxx Xxx Mxxx Xxxxx, M.D. E-Mail:bxxxxxxx@xxxxxxxxxx.xxx Title: DirectorExecutive Chairman With a copy to (which shall not constitute notice): Loeb & Loeb LLP 300 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Att: Fxxx Xxxxxxx fxxxxxxx@xxxx.xxx Pursuant to Placement Agency Agreement] between Titan Pharmaceuticals, Inc. and Maxim Group LLC]

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. (A) The Company agrees to indemnify and hold harmless the Placement Agent and its affiliates and their respective officers, directors, employees, agents, counsel, advisers and consultants, and any persons controlling the Placement Agent or any of its affiliates within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (the Placement Agent and each of the such other person or entity being referred to herein as an “Indemnified Parties (as hereinafter defined) Person”), from and against all claims, liabilities, losses or damages (or actions in respect thereof) or other expenses which (A) are related to or arise out of (i) actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company or its respective affiliates or (ii) actions taken or omitted to be taken by an Indemnified Person with the consent or in conformity with the actions or omissions of the Company or their respective affiliates or (iii) any investigation, litigation, or inquiry by a regulatory or self-regulatory agency or authority involving the Company or any transaction arising under any agreements between the Company and all the Placement Agent or (B) are otherwise related to or arise out of the Placement Agents’ activities on behalf of the Company or its respective affiliates pursuant to this Agreement or (C) in any way involving or alleged to involve the Company, the Offering or the Securities. The Company will not be responsible, however, for any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, liabilities or expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony pursuant to clause (B) of the preceding sentence which are finally judicially determined to have resulted solely from such Indemnified Person’s gross negligence or furnishing documents in response to a subpoena or otherwise (including, without limitationwillful misconduct. In addition, the costs, Company agrees to advance (and in the absence of advancement required hereunder) to promptly reimburse each Indemnified Person for all reasonable out-of-pocket expenses (including fees and disbursements, expenses of counsel) as and when incurred, of they are incurred by such Indemnified Person in connection with investigating, preparing, pursing conducting or defending any such actionaction or claim, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party Person is a named party)) (collectively, "Losses"), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's acting for with enforcing the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance rights of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of Person under this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Director.

Indemnification Provisions. Capitalized terms used in this Exhibit Addendum shall have the meanings ascribed to such terms in the Agreement to which this Exhibit Addendum is attached. The In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "“Losses"”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's ’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's ’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "“Indemnified Parties"”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholdersshareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunderhereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. An In case any such action is brought against any Indemnified Party shall have and such Indemnified Party notifies the right Company of the commencement thereof, the Company may elect to retain assume the defense thereof, with counsel of its own choice reasonably satisfactory to represent itsuch Indemnified Party, and an Indemnified Party may employ counsel to participate in the feesdefense of any such action provided, expenses and disbursements that the employment of such counsel shall be borne at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's ’s written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholdersshareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholdersits shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy [The remainder of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC. LLC By: /s/ Cxxxxxxx X. Xxxxxx Xxxxx Name: Cxxxxxxx X. Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Investment Banking Address for notice: 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx Accepted and Agreed to and accepted this as of Januarythe date first written above: TITAN PHARMACEUTICALS, 2010 China Deyu Agriculture TechnologyINC. Address for Notice: Titan Pharmaceuticals, Ltd. Inc. 400 Xxxxxx Xxxxx Xxxx. Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx By: /s/ Xxxxxxxx Xxx Mxxx Xxxxx, M.D. Att: Bxxxx Xxxxxxx Name: Xxxxxxxx Xxx Mxxx Xxxxx, M.D. E-Mail:bxxxxxxx@xxxxxxxxxx.xxx Title: DirectorExecutive Chairman With a copy to (which shall not constitute notice): Loeb & Loeb LLP 300 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Att: Fxxx Xxxxxxx fxxxxxxx@xxxx.xxx Pursuant to Placement Agency Agreement] between Titan Pharmaceuticals, Inc. and Maxim Group LLC]

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attachedattached (the “Agreement”). The Company TRIG Acquisition 1, Inc. agrees to indemnify and hold harmless Placement Agent Grandview and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "“Losses"”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's Grandview’s acting for the Company, including, without limitation, any act or omission by Placement Agent Grandview in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreementAgency Agreement), or the enforcement by Placement Agent Grandview of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent Grandview by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's ’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "“Indemnified Parties"”): Placement AgentGrandview, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, liability which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's ’s written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement AgentGrandview, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent Grandview in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent Grandview pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Director.

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to defend, indemnify and hold harmless Placement Agent CMCG, its officers, directors, and each of the other Indemnified Parties employees (hereafter jointly referred to as hereinafter definedCMCG) from and against any and all losses, claims, damagesdemands, obligationssuits, penaltiesactions, judgments, awards, damages, liabilities, costs, expenses reasonable attorneys' fees (and disbursements, all actions in respect there of and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and reasonable real or other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, otherwise) including the costs, expenses and disbursements, as and when incurred, costs of investigating, preparing, pursing preparing or defending any such actionaction or claim, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party CMCG is a party)) (collectively, "Losses"), directly or indirectly, caused by, indirectly causing by relating to, or asserted by a third party, based upon, upon arising out ofof (a) the Company's breach of or the incorrectness of any representation, warranty, or covenant of Company contained in connection withthis agreement; and/or (b) the conduct or operation of the business of the company; or (c) failure of Company to perform any term condition, Placement Agent's obligation required by this Agreement to be performed by Company; or (d) any Services rendered by CMCG as defined in or contemplated by the letter agreement to which these Provisions are attached, as it may be amended from time to time (the "Agreement"); or (e) CMCG acting for the Company, including, including without limitation, any act or omission by Placement Agent CMCG in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between Agreement. Notwithstanding the foregoing, the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (shall not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirectto CMCG for, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by CMCG or with any of the Company or foregoing, for any other reason, except to the extent that any such liability for losses, claims, demand, suits, actions, judgments, awards, damages, liabilities, costs or expenses that is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) or mutually acceptable arbitrator to have resulted primarily and directly from such Indemnified PartyCMCG's gross negligence or negligence, willful misconduct, CMCG's material breach or the incorrectness of any representation, warranty or covenant of CMCG contained in this Agreement. These Indemnification Provisions shall extend CMCG agrees to defend, indemnify and hold harmless the following persons (collectively, the "Indemnified Parties"): Placement AgentCompany, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partnersand employees (hereafter jointly referred to as the Company) against any and all losses, stockholdersclaims, membersdemands, managerssuits, employeesactions, legal counseljudgments, agents awards, damages, liabilities, costs, reasonable attorneys' fees (and controlling persons all actions in respect thereof and any reasonable real or other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise) including the consists of investigating, preparing or defending any such action or claim, whether or not in connection with litigation in which the Company is a party, directly or indirectly caused by, relating to, or asserted by a third party, based upon or arising out of (a) CMCG's breach of or the incorrectness of any representation, warranty, or covenant CMCG contained in this agreement; and/or (b) the conduct or operation of themthe business of CMCG; or (c) failure of CMCG to perform any term condition, or obligation required by this Agreement to be performed by CMCG; or (d) any Services rendered by CMCG as defined in or contemplated by the letter agreement to which these Provisions are attached, as it may be amended from time to time (the "Agreement"); or (e) CMCG acting for the Company, including without limitation, any act or omission by CMCG in connection with its performance of its obligations under the Agreement. These Notwithstanding the foregoing, CMCG shall not have any liability to the Company for, or in connection with, the engagement of CMCG or with any of the foregoing, for any such liability for losses, claims, demands, suits, actions, judgments, awards, damages, liabilities, costs or expenses that is found by a court of competent jurisdiction or mutually acceptable arbitrator to have resulted primarily and directly from the Company's negligence, willful misconduct, CMCG's material breach or the incorrectness of any representation, warranty or covenant of the Company contained in the Agreement. As a condition to the foregoing indemnity, in the event of the assertion of any claim or demand, or the institution of any suit or action with respect to which either party is required by this paragraph to Indemnity the other party (the indemnifying party hereinafter referred to as the "Indemnitor," and the party entitled to indemnification provisions shall be hereinafter referred to as the "Indemnitee") the Indemnitee will give notice thereof to the Indemnitor and will afford the Indemnitor the opportunity to defend, settle, or compromise the same. Unless the Indemnitor agrees to duly, promptly and diligently discharge or defend against such claim, demand, suit or action in addition to such manner as will, in the Indemnitee's reasonable judgment, protect the Indemnitee from any liability, which loss, cost or damage as a result thereof, the Company indemnitee may, at the Indemnitee's option, for the Indemnitor's account and risk, assume the defense of the same, may otherwise have to implead, interplead or claim over against the Indemnitor and may thereafter hold the Indemnitor responsible for all sums paid and all costs, expenses, and reasonable attorney's fees incurred by the Indemnitee in so doing. The indemnitee may at the indemnitee's option, participate in any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify legal proceedings being conducted by the Company Indemnitor hereunder with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent itthe Indemnitee's choosing, but such participation shall be at the Indemnitee's sole expense, so long as the Indemnitor is diligently conducting the same in the Indemnitee's reasonable judgment, and the fees, expenses and disbursements of such Indemnitee's counsel shall be borne by the Company. Any such counsel shall, to the fullest extent consistent with its professional responsibilities, responsibilities cooperate with the Company Indemnitor and any counsel designated by the CompanyIndemnitor. The Company shall be In the event that a court of competent jurisdiction, or an arbitrator mutually acceptable to the parties, determines that the Indemnification CMCG are liable for any settlement of any to a third party asserting a claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New Yorkand CMCG, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New Yorkthen as between Company and CMCG, NY * Long Island. NY * Red Bankthey each agree to contribute such amounts as may be necessary to satisfy such liability, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent in amounts proportionate to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, their respective comparative negligence/responsibility as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment determined by a court of competent jurisdiction (not subject to further appeal) that or mutually acceptable arbitrator. If either Company or CMCG pays such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such casethird party more than its proportionate share as determined above, then it shall be entitled to seek contribution from the Company shall contribute other party to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) extent of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerationsexcess. No person or affiliated entity found liable for a fraudulent misrepresentation shall be entitled to contribution from any person or affiliated entity who is not also found liable for such fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The These Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure in addition to any liability that either party may otherwise have to the benefit other party or their respective controlling persons within the meaning of the Indemnified Parties and their respective successors, assigns, heirs and personal representativesfederal securities laws. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you The foregoing Indemnification Provisions are in agreement with the foregoing, please execute addition to any rights or remedies available under applicable law and return one copy of this agreement are not to the undersigned, together with a check exclusion of any such rights or wire for $25,000 representing the Retainer payment in connection with the agreementremedies. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: Gary R. Smith /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: DirectorCharles S. Aker ------------------------------ ------------------------------ Coronado Industries CMCG

Indemnification Provisions. Capitalized terms used in this Exhibit shall have In connection with (i) the meanings ascribed engagement of Paramount BioCapital, Inc. (the “Placement Agent”), by InSite Vision Incorporated (the “Company”), pursuant to such terms that certain letter agreement dated February 24, 2005, between the Company and the Placement Agent, as it may be amended from time to time (the “Agreement”), and (ii) the offering set forth in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless (the “Offering”), the Placement Agent and each the Company (each, a “Party” and collectively the “Parties”) hereby agree as follows: To the extent permitted by law, the Company will indemnify the Placement Agent and its affiliates, and the directors, officers, partners, shareholders, agents and employees of the other Placement Agent (collectively the “Indemnified Parties (as hereinafter defined) Persons”), harmless from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings (including those of shareholders), damages, liabilities and investigations in respect thereof and expenses incurred by any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise of them (including, without limitationbut not limited to, fees and expenses of counsel) which are related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the costsCompany in connection with the Offering, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the Company’s engagement of the Placement Agent pursuant to this Agreement and the Company shall reimburse any Indemnified Person for all expenses (including, but not limited to, reasonable fees and disbursements, as and when incurred, expenses of counsel) incurred by such Indemnified Person in connection with investigating, preparing, pursing preparing or defending any such claim, action, suitsuit or proceeding (collectively a “Claim”), proceeding or investigation (whether or not in connection with pending or threatened litigation in which any Indemnified Party Person is a party)) (collectively. The Company will not, "Losses")however, directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's acting be responsible for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to Claim which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) is finally judicially determined to have resulted primarily and directly from the gross negligence negligence, bad faith or willful misconduct of the Indemnified Party any person seeking indemnification hereunderhereunder or a breach by the Placement Agent of the representations and warranties set forth in Section 10 of the Agreement. The Company also further agrees that no Indemnified Party Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the Placement Agent's engagement of Placement Agent under the Agreement, except for any Claim incurred by the Company or for solely as a direct result of any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified PartyPerson's gross negligence negligence, bad faith or willful misconduct. These Indemnification Provisions The Company further agrees that the Company will not, without the prior written consent of the Placement Agent (which consent shall extend not be unreasonably withheld or delayed), settle, compromise or consent to the following persons entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (collectively, the "whether or not any Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities lawsPerson is an actual or potential party to such Claim), unless such settlement, compromise or consent includes a legally binding, unconditional and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents irrevocable release of each Indemnified Person hereunder from any and controlling persons all liability arising out of such Claim. Promptly upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as Claim with respect to which an indemnification is being sought hereunder, such Indemnified Party proposes to demand indemnification, it Person shall notify the Company with reasonable promptness; providedin writing of such complaint or of such assertion or institution, however, that any but failure by an Indemnified Party to so notify the Company shall not relieve the Company from any obligation the Company may have hereunder, unless, and only to the extent that, such failure results in the forfeiture by the Company of substantial rights and defenses, and such failure to so notify the Company will not in any event relieve the Company from any other obligation or liability the Company may have to any Indemnified Person otherwise than under this Agreement. If the Company so elects, the Company will assume the defense of such Claim, including the employment of counsel reasonably satisfactory to such Indemnified Person and the payment of the fees and expenses of such counsel. In the event, however, that if, in the opinion of counsel to the Indemnified Person (such counsel and opinion being satisfactory to the Company and its obligations hereundercounsel), that (i) there would be a conflict of interest if the Indemnified Person has counsel common to the Company or any other Indemnified Person or (ii) there may be legal defenses available to it or other Indemnified Persons that are different from or in addition to those available to the Company, then such Indemnified Person may employ its own separate counsel to represent or defend it in any such Claim, and the Company shall pay the reasonable fees and expenses of such counsel. An Notwithstanding anything herein to the contrary, if the Company fails timely or diligently to defend, contest, or otherwise protect against any Claim, the relevant Indemnified Party shall have the right, but not the obligation, to defend, contest, compromise, settle, assert cross claims or counterclaims, or otherwise protect against the same, and shall be fully indemnified by the Company therefor, including, but not limited to, for the reasonable fees and expenses of its counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof. In any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such defense and to retain counsel of its own choice counsel therefor at its own expense. The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to represent itbe unavailable for any reason, and then (whether or not the fees, expenses and disbursements of such counsel shall be borne by Placement Agent is the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with Indemnified Person) the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company Agent shall contribute to the Losses to Claim for which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence such indemnity is not permitted by applicable law, held unavailable in such proportion as is appropriate to reflect not only the relative benefits, but also the relative fault of benefits to the Company, on the one hand, and the Indemnified PartyPlacement Agent, on the other handother, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) Placement Agent's engagement by the Company and it stockholdersunder the Agreement, subsidiaries and affiliates shall be deemed to be equal subject to the aggregate consideration payable or receivable by limitation that in no event shall the amount of the Placement Agent's contribution to such parties in connection with the transaction or transactions to which the Agreement relates relative to Claim exceed the amount of fees actually received by the Placement Agent from the Company pursuant to the Placement Agent's engagement under the Agreement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and the Placement Agent, on the other, with respect to the Placement Agent's engagement under the Agreement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company or the Company's shareholders as the case may be, pursuant to the transaction (whether or not consummated) for which the Placement Agent is engaged to render services bears to (b) the fee paid or proposed to be paid to the Placement Agent in connection with such transaction or transactionsengagement. Notwithstanding the foregoingThe Company’s indemnity, reimbursement and contribution obligations hereunder shall be in addition to, and shall in no event shall way limit or otherwise adversely affect any rights that any Indemnified Party may have at law or at equity. Should the amount contributed Placement Agent, or any of its directors, officers, partners, shareholders, agents or employees, be required or be requested by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant us to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check provide documentary evidence or wire for $25,000 representing the Retainer payment testimony in connection with any proceeding arising from or relating to the agreement. This Placement Agent's engagement letter may he executed under the Agreement the Company agrees to pay all reasonable expenses (including, but not limited to, reasonable fees and expenses of counsel) in ,,(qtriterpartscomplying therewith, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Directorpayable in advance.

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Placement Agent Xxxx and its affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended) and their respective directors, officers, employees, agents and controlling persons (Xxxx and each of the other such person being an “Indemnified Parties (as hereinafter definedParty”) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses damages and disbursements, and any and all liabilities (or actions, suitsincluding shareholder actions, proceedings and investigations in respect thereof thereof), joint or several, to which such Indemnified Party may become subject under any applicable federal or state law, or otherwise, which are related to or result from the performance by Xxxx of the services contemplated by or the engagement of Xxxx pursuant to this Agreement and will promptly reimburse any Indemnified Party for all reasonable expenses (including reasonable counsel fees and all legal and other costsexpenses) as they are incurred in connection with the investigation of, expenses and disbursements in giving testimony preparation for or furnishing documents in response to a subpoena defense arising from any threatened or otherwise (includingpending claim, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any such Indemnified Party is a party)) (collectivelyparty and whether or not such claim, "Losses"), directly action or indirectly, caused by, relating to, based upon, arising out of, proceeding is initiated or in connection with, Placement Agent's acting for brought by the Company, including, without limitation, . The Company will not be liable to any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations Indemnified Party under the Agreement between the Company foregoing indemnification and Placement Agent reimbursement provisions (i) for any settlement by an Indemnified Party effected without its prior written consent (not to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant be unreasonably withheld); or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except ii) to the extent that any such Losses are loss, claim, damage or liability is found in a final final, non-appealable judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or Indemnified Party’s willful misconduct of the Indemnified Party seeking indemnification hereunderor gross negligence. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with its security holders or creditors related to or arising out of the engagement of Placement Agent Xxxx pursuant to, or the performance by Xxxx of the Company or for any other reasonservices contemplated by, this Agreement except to the extent that any such loss, claim, damage or liability is found in a final final, non-appealable judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Roth’s willful misconduct or gross negligence. Promptly after receipt by an Indemnified Party's gross negligence Party of notice of any intention or willful misconduct. These Indemnification Provisions shall extend threat to the following persons (collectivelycommence an action, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning suit or proceeding or notice of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons commencement of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suitsuit or proceeding, proceeding or investigation is commenced, as to which an such Indemnified Party proposes will, if a claim in respect thereof is to demand indemnificationbe made against the Company pursuant hereto, it shall promptly notify the Company with reasonable promptness; provided, however, that any in writing of the same. Any failure or delay by an Indemnified Party to notify give the notice referred to in this paragraph shall not affect such Indemnified Party’s right to be indemnified hereunder, except to the extent that such failure or delay causes material harm to the Company, or materially prejudices its ability to defend such action, suit or proceeding on behalf of such Indemnified Party. In case any such action is brought against any Indemnified Party and such Indemnified Party notifies the Company shall not relieve of the commencement thereof, the Company from its obligations hereunder. An may elect to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and an Indemnified Party shall have may employ counsel to participate in the right to retain counsel defense of its own choice to represent itany such action provided, and that the fees, expenses and disbursements employment of such counsel shall be borne at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company. Any such , (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel shall, to the extent consistent with its professional responsibilitiesIndemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, cooperate with or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company and any that makes it impossible or inadvisable for counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry Company to conduct the defense of any judgment both parties (in respect thereof, unless which case the Company will not have the right to direct the defense of such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all action on behalf of the Indemnified Parties of an unconditional release from all liability Party), or (iii) the Company has not in respect fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such claimaction within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (iiand local counsel) does not contain representing Indemnified Parties. If the indemnification provided for in this Agreement is for any factual or legal admission reason held unenforceable by or with respect to an Indemnified Party or an adverse statement with respect to the characterParty, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall agrees to contribute to the Losses to losses, claims, damages and liabilities for which any Indemnified Party may be subject such indemnification is held unenforceable (i) in accordance with such proportion as is appropriate to reflect the relative benefits received by to the Company and its stockholders, subsidiaries and affiliatesCompany, on the one hand, and the Indemnified Party, Xxxx on the other hand, and of a Transaction whether or not a Transaction is consummated or, (ii) if (and but only if) the allocation provided for in clause (i) of this sentence is not permitted by applicable lawfor any reason unenforceable, in such proportion as is appropriate to reflect not only the relative benefits, benefits referred to in clause (i) but also the relative fault of the Company, on the one hand, hand and the Indemnified PartyXxxx, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any other relevant equitable considerations. No person found liable The Company agrees that for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The the purposes of this paragraph the relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates Xxxx of a Transaction as contemplated shall be deemed to be equal in the same proportion that the total value received or contemplated to be received by the aggregate consideration payable or receivable by such parties Company in connection with the transaction or transactions to which the Agreement relates relative a Transaction bear to the amount of fees actually received by Placement Agent in connection with such transaction paid or transactionsto be paid to Xxxx under this Agreement. Notwithstanding the foregoing, the Company expressly agrees that Xxxx shall not be required to contribute any amount in no event shall excess of the amount contributed by all Indemnified Parties exceed which fees paid to Xxxx hereunder (excluding reimbursable expenses), exceeds the amount of fees previously received by Placement Agent pursuant any damages which Xxxx has otherwise been required to pay. The Company agrees that without Roth’s prior written consent, which shall not be unreasonably withheld, it will not settle, compromise or consent to the Agreemententry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought under the indemnification provisions of this Agreement (whether or not Xxxx or any other Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action or proceeding. Neither termination nor completion In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon or against the Company and its successors and assigns and shall inure in which such Indemnified Party is not named as a defendant, the Company agrees to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000promptly reimburse Xxxx on a quarterly basis for all properly-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment invoiced expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the agreementreasonable fees and disbursements of its legal counsel. This engagement letter may he executed in ,,(qtriterpartsIf multiple claims are brought with respect to at least one of which indemnification is permitted under applicable law and provided for under this Agreement, electronic mail the Company agrees that any judgment or arbitration award shall be conclusively deemed to be based on claims as to which indemnification is permitted and by facsimile transmission. Very truly yoursprovided for, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Directorexcept to the extent the judgment or arbitration award expressly states that it, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Directoror any portion thereof, Invesment Banking Agreed is based solely on a claim as to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Directorwhich indemnification is not available.

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Placement Agent HCM and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "“Losses"”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its HCM’s acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent HCM (including without limitation HCM or its designees as the Company’s observer on the board of directors of the Company) to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent HCM of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent HCM by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's ’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "“Indemnified Parties"”): Placement AgentHCM, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents representatives and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents representatives and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, liability which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder, except insofar as the Company shall have been materially prejudiced by such delay. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and the Company counsel. The Indemnified Parties shall cooperate with the Company in any defense, except such matters in respect of which the Indemnified Parties counsel designated by shall advise the Indemnified Parties that such cooperation would impair a defense available to the Indemnified Parties that is unavailable to the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's ’s written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement AgentHCM, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent consent: (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject subject: (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent HCM in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent HCM pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Director.

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all out-of-pocket losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all reasonable, out of pocket legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the reasonable, out of pocket costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "“Losses"”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's ’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), any untrue statement or any alleged untrue statement of any material fact contained in any of the transaction documents or other disclosure materials or any other communication provided to actual or prospective Investors by, or with the approval of, the Company, or related to, arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the bad faith, gross negligence or willful misconduct of or breach of this Agreement by the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's ’s bad faith, gross negligence negligence, willful misconduct or willful misconductbreach of this Agreement. These Indemnification Provisions shall extend to the following persons (collectively, the "“Indemnified Parties"”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. MedTech Acquisition Corporation March 7, 2023 Page 13 If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to so promptly notify the Company shall not relieve the Company from its obligations hereunder except to the extent the Company has suffered actual, irreversible and material economic prejudice thereby. Promptly after receipt by an Indemnified Party of notice of the commencement of any action, suit or proceeding involving a claim by a third party against it for which indemnification may be sought hereunder (each, a “Third Party Claim”), such Indemnified Party will give written notice to the Company of the commencement of such Third Party Claim, and shall give the Company such information with respect thereto as the Company may reasonably request, but no failure to give such notice shall relieve the Company of any liability hereunder (except to the extent the Company has suffered actual, irreversible and material economic prejudice thereby). The Company shall have the right, but not the obligation, to assume the defense and control the settlement (subject to the other provisions of this paragraph regarding settlement of Third Party Claims) of such Third Party Claim, at its sole cost and expense (and not as a reduction in the amount of indemnification available hereunder other than that the fees and costs of legal counsel to the Indemnified Party from and after the time that the Company has assumed the defense of (with counsel reasonably approved by the Placement Agent) and continues to defend such Third Party Claim shall not be Losses hereunder), using counsel selected by the Company and reasonably acceptable to the Indemnified Party. An If the Company desires to exercise its right to assume the defense and control the settlement of such Third Party Claim, it shall give written notice (the “Notice”) to the Indemnified Party within fourteen (14) calendar days of receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim stating that the Company shall be responsible for the defense of such Third Party Claim. Notwithstanding the foregoing, the Indemnified Party shall have the right right: (i) to retain assume the defense and control the settlement (subject to the other provisions of this paragraph regarding settlement of Third Party Claims) of a Third Party Claim and (ii) to employ separate counsel at the Company’s reasonable expense (provided that the Company shall not be required to reimburse the expenses and costs of more than one law firm) and control its own choice defense of a Third Party Claim if (y) the named parties to represent itany such action (including any impleaded parties) include both the Indemnified Party and the Company, and the fees, expenses and disbursements of such Indemnified Party shall have been advised by counsel shall be borne by that there are one or more legal or equitable defenses available to the Indemnified Party that are different from those available to the Company. Any , or (z) such counsel shallThird Party Claim involves equitable or other non-monetary damages or in the reasonable judgment of the Indemnified Party, to such settlement would have a continuing material adverse effect on the extent consistent Indemnified Party’s business (including any material impairment of its relationships with its professional responsibilities, cooperate with the Company customers and any counsel designated by the Companysuppliers). The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agentthe Indemnified Party (not to be unreasonably withheld or delayed), settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim. Notwithstanding the foregoing, and (ii) does not contain any factual or legal admission by or the Company shall not, without the prior written consent of the Indemnified Party, have the right to consent to the entry of judgment with respect to, or otherwise settle a Third Party Claim if the consent to an judgment or settlement of such Third Party Claim involves equitable or other non-monetary damages against the Indemnified Party. In addition, the Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim on such terms and conditions as it deems reasonably appropriate, (x) if the Company fails to assume the defense in accordance with the terms hereof, or an adverse statement with respect (y) to the characterextent such Third Party Claim involves only equitable or other non-monetary relief against the Indemnified Party. If the Indemnified Party has assumed the defense of a Third Party Claim, professionalismit shall have the right to settle any Third Party Claim involving monetary damages for which the Company would be liable, expertise but only with the Company’s prior written consent. MedTech Acquisition Corporation March 7, 2023 If at any time after the Company assumes the defense of a Third Party Claim, any of the conditions set forth in the paragraph above are no longer satisfied, the Indemnified Party shall have the same rights as set forth above to assume the defense of such claim. Notwithstanding the foregoing, the Company or reputation the Indemnified Party, as the case may be, shall have the right to participate, at the Company’s or the Indemnified Party’s own expense, in the defense of any Indemnified Third Party or any action or inaction of any Indemnified PartyClaim that the other party is defending. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it its stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, permitted assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. MedTech Acquisition Corporation March 7, 2023 SCHEDULE A Excluded Purchasers * New York, NY 10174 * Tel (000Schedule has been omitted pursuant to Item 601(a)(5) 000of Regulation S-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward K. MedTech Acquisition Corporation agrees to furnish a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement the omitted schedule to the undersigned, together with a check Securities and Exchange Commission or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Directorits staff upon request.

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. (A) The Company agrees to indemnify and hold harmless the Placement Agent and its affiliates and their respective officers, directors, employees, agents, counsel, advisers and consultants, and any persons controlling the Placement Agent or any of its affiliates within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (the Placement Agent and each of the such other person or entity being referred to herein as an “Indemnified Parties (as hereinafter defined) Person”), from and against all claims, liabilities, losses or damages (or actions in respect thereof) or other expenses (and further agrees to advance all expenses) which (A) are related to or arise out of (i) actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company or its respective affiliates in connection with this Agreement, the Placement or which affect the Placement or (ii) actions taken or omitted to be taken by an Indemnified Person with the consent or in conformity with the actions or omissions of the Company or their respective affiliates in connection with this Agreement, the Placement or which affect the Placement or (iii) any investigation, litigation, or inquiry by a regulatory or self-regulatory agency or authority involving the Company or any transaction arising under any agreements between the Company and all the Placement Agent or (B) are otherwise related to or arise out of the Placement Agents’ activities on behalf of the Company or its respective affiliates pursuant to this Agreement or (C) in any way involving or alleged to involve the Company, any Placement or any Securities. The Company will not be responsible, however, for any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, liabilities or expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony pursuant to clause (B) of the preceding sentence which are finally judicially determined to have resulted solely from such Indemnified Person’s gross negligence or furnishing documents in response to a subpoena or otherwise (including, without limitationwillful misconduct. In addition, the costs, Company agrees to advance (and in the absence of advancement required hereunder) to promptly reimburse each Indemnified Person for all reasonable out-of-pocket expenses (including fees and disbursements, expenses of counsel) as and when incurred, of they are incurred by such Indemnified Person in connection with investigating, preparing, pursing conducting or defending any such actionaction or claim, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party Person is a named party)) (collectively, "Losses"), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection withwith enforcing the rights of such Indemnified Person under this Agreement, Placement Agent's acting for including the Company, including, without limitation, costs of any act claims asserted by an Indemnified Person against any indispensable party or omission by Placement Agent way of a counterclaim in connection with its acceptance any litigation within the scope of or the performance or non-performance of its obligations under the Agreement between the this provision. The Company and Placement Agent agrees to advance such expenses incurred by an Indemnified Person pursuant to which these indemnification provisions are attached and form a part, any breach indemnity may be sought hereunder within thirty (30) days after receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any representation, warranty, covenant or agreement contained in proceeding. Such advances shall be unsecured and interest free and without regard to the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights Indemnified Person’s ultimate entitlement to indemnification under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Agreement. Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation Persons shall be entitled to contribution continue to receive advancement of expenses pursuant to this section unless and until the matter of an Indemnified Person’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from any person who which no further right of appeal exists. Each Indemnified Person undertakes to repay such amounts advanced only if and to the extent that, it ultimately is determined that the Indemnified Person is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated entitled to be received) indemnified by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to under the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount provisions of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the this Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors1000 Xxxxxxxxx Xxxx, assignsSuite 1700, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New YorkAtlanta, NY 10174 * Tel (000) GA, 30328 700-000-0000 * (000) Office), 700-000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: DirectorFax)

Indemnification Provisions. Capitalized terms used in For the purposes of this Exhibit Attachment A, the term “Company” shall have the meanings ascribed to such terms meaning set forth in the Agreement to which this Exhibit it is attached. The Company agrees to will indemnify Cherry Tree and hold harmless Placement Agent its controlling persons (as such term is defined in the Securities Act of 1933), affiliates, directors, officers, employees, members, agents and representatives (Cherry Tree and each such person, regardless of whether or not a party to the other Agreement, being an “Indemnified Parties (as hereinafter definedParty”) from against, and against will hold each Indemnified Party harmless from, any and all losses, claims, damages, obligations, penalties, judgments, awardsassessments, liabilities, costs, costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by such Indemnified Party or to which such Indemnified Party may become subject under any federal or state law or otherwise in connection with rendering services for the Company pursuant to the Agreement (collectively, “Liabilities”), and any will reimburse each such Indemnified Party for all fees and all actionsexpenses (including reasonable attorneys’ fees and disbursements) (collectively, suits“Expenses”) incurred in investigating, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving preparing for (including preparing to present testimony or furnishing documents in response evidence), presenting testimony or evidence relating to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such claim, action, suit, proceeding or investigation (related to the Company or the performance of services by such Indemnified Party pursuant to the Agreement, whether or not in connection with litigation in which pending or threatened litigation, whether or not the Company has initiated such action and whether or not the Company or any Indemnified Party is a party)) party (collectively, "Losses"“Actions”), directly or indirectly, (i) caused by, relating to, based upon, or arising out of, of or in connection with, Placement Agent's acting for the Company, including, without limitation, any act untrue statement or omission alleged untrue statement of a material fact contained in any sale or offering memorandum or prospectus prepared by Placement Agent in connection with its acceptance or on behalf of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent regarding the sale of Company’s securities to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (third parties or in any instrumentproxy statement or similar document, document or agreement relating if any, provided to the Company’s shareholders (including any amendments thereof and supplements thereto, including collectively, the “Disclosure Documents”) or by any agency agreementomission or alleged omission to state therein a material fact necessarily to make the statements therein, in light of the circumstances under which they were made, not misleading (other than untrue statements or alleged untrue statements in, or omission or alleged omissions from, information relating to an Indemnified Party furnished in writing by or on behalf of such Indemnified Party expressly for use in the Disclosure Documents), or (ii) otherwise relating to, or arising out of or in connection with, the enforcement by Placement Agent Company’s performance of its rights under the Agreement or these indemnification provisions, except Cherry Tree’s services rendered pursuant to the extent that Agreement, or this Attachment A (including the enforcement thereof), advice or services rendered or to be rendered by any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) pursuant to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectivelyAgreement, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to Transactions contemplated thereby or any Indemnified Party. If any action, suit, proceeding ’s actions or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptnessinactions in connection therewith; provided, however, that the Company shall have no such obligation in respect of any failure Liabilities or Expenses of any Indemnified Party that are finally judicially determined to have arisen directly out of the willful misconduct or gross negligence of any Indemnified Party; provided that an Indemnified Party must give the Company prompt notice of any such Liabilities or Expenses. The Company in its discretion may assume the defense of any Action. If the Company assumes the defense of an Action, the Company shall not be liable for any Expense subsequently incurred by an Indemnified Party in connection with such Action (other than Expenses incurred in investigation, to notify prepare to present testimony or evidence or to present testimony or evidence) unless (i) the Company shall not relieve the Company from its obligations hereunder. An has failed to provide legal counsel reasonably satisfactory to such Indemnified Party in a timely manner or (ii) such Indemnified Party shall have reasonably concluded that the representation of such Indemnified Party by legal counsel selected by the Company would be inappropriate due to actual or potential conflict of interest or that there may be legal defenses available to such Indemnified Party that are different from or additional to those available to the Company or any other Indemnified Party represented by such legal counsel. Cherry Tree or any other Indemnified Party also has the right to retain employ separate counsel of and to participate in the defense thereof at its own choice expense. Whether or not an Indemnified Party participates in the defense of any Action, the Company will not enter into any settlement agreement or compromise with respect to represent itany Action affecting that Indemnified Party without such Indemnified Party’s written consent, and unless such settlement or compromise includes an unconditional release of such Indemnified Party from all Liabilities with respect to such Action. If any Indemnified Party is requested or required to attend or appear as a witness in any Action, then the feesCompany agrees to pay the Indemnified Party an additional per diem, per person, at rates customary in the industry, together with reimbursement of out-of-pocket expenses and disbursements of such counsel shall be borne (including reasonable attorney’s fees and disbursements) incurred by the CompanyIndemnified Party in preparing for and participating in such Action. Any such counsel shallIf, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereofreason, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual foregoing indemnification is unavailable or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such caseinsufficient, then the Company shall contribute to the Losses to which any Liabilities and Expenses paid or payable by such Indemnified Party may be subject to the extent such indemnification is unavailable or insufficient in such proportion as is appropriate to reflect (i) in accordance with the relative benefits received by to the Company and its stockholders, subsidiaries and affiliatesshareholders, on the one hand, and the Indemnified Partyto Cherry Tree, on the other hand, and of the matters contemplated by the Agreement received, or sought to be received (whether or not a transaction is consummated) or (ii) if (and only if) the allocation provided in by the immediately preceding clause (i) of this sentence is not permitted by the applicable law, in such proportion as to reflect not only the such relative benefits, benefits but also the relative fault of the Company, on the one hand, and the Indemnified PartyCherry Tree, on the other hand, in connection with the statementsmatters as to which such Liabilities or Expenses relate, acts or omissions which resulted in such Losses as well as any other relevant equitable considerations. No person found ; provided that in no event shall the Company contribute less than the amount necessary to ensure that all Indemnified Parties, in the aggregate, are not liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company Liabilities and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties Expenses in connection with the transaction or transactions to which the Agreement relates relative to excess of the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent Cherry Tree pursuant to the Agreement. Neither termination nor completion For purposes of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon foregoing, relative benefits to the Company and its successors Cherry Tree (and assigns and any other Indemnified Party) shall inure be deemed to be in the benefit of same proportion that the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward total value paid or contemplated to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment be paid in connection with a transaction bears to the agreementfees paid to Cherry Tree pursuant to its engagement in respect of such transaction. This engagement letter may he executed If multiple claims are asserted against an Indemnified Party in ,,(qtriterpartsany Action, electronic mail and by facsimile transmission. Very truly yoursindemnification as to at least one of such claims is permitted under applicable law and provided for under this Attachment A, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Directorthen the Company agrees that any judgment or award shall be conclusively deemed to be based on claims as to which indemnification is permitted and provided for, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Directorexcept to the extent the judgment or award expressly states that the judgment or award, Invesment Banking Agreed or any portion thereof, is based on a claim or claims as to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Directorwhich indemnification is not available.

Indemnification Provisions. Capitalized terms used in this Exhibit shall have In connection with the meanings ascribed to such terms in the Placement Agency Agreement to which this Exhibit A is attached. The attached (the “Agreement”), the Company (the “Indemnitor”) agrees to indemnify and hold harmless Placement Agent Maxim and its affiliates, and the respective officers, directors, employees, agents and representatives of Maxim, its affiliates and each other person, if any, controlling Maxim or any of the its affiliates (Maxim and each such other person being an “Indemnified Parties (as hereinafter definedPerson”) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony damages or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating liabilities related to, based upon, arising out of, or in connection with, Placement Agent's acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement (the “Engagement”) under the Agreement, and will reimburse each Indemnified Person for all expenses (including fees and expenses of Placement Agent by counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any action, claim, suit, investigation or proceeding related to, arising out of or in connection with the Company Engagement, whether or not pending or threatened and whether or not any Indemnified Person is a party. The Indemnitor will not, however, be responsible for any other reasonlosses, except to the extent claims, damages or liabilities (or expenses relating thereto) that any such liability is found are judicially determined in a final judgment by a court of competent jurisdiction (not subject to further appeal) appeal to have resulted primarily and directly from such Indemnified Party's the bad faith, gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons intentional misconduct of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the CompanyPerson. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall Indemnitor will not, without the Mxxxx’s prior written consent of Placement Agentconsent, settle or compromise any claimsettle, or permit a default or compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect thereof, of which indemnification may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise compromise, consent or termination includes a release of each Indemnified Person from any liabilities arising out of such action, claim, suit or proceeding. No Indemnified Person seeking indemnification, reimbursement or contribution under this agreement will, without the prior written consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnitor, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph. If the indemnification provided for in the first paragraph of this Exhibit A is judicially determined to be unavailable (other than in accordance with the second sentence of the first paragraph hereof) to an Indemnified Parties of an unconditional release from all liability Person in respect of any losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such claimIndemnified Person hereunder, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company Indemnitor shall contribute to the Losses to which any amount paid or payable by such Indemnified Party may be subject Person as a result of such losses, claims, damages or liabilities (and expense relating thereto): (i) in accordance with such proportion as is appropriate to reflect the relative benefits received by to the Company and its stockholders, subsidiaries and affiliatesapplicable Indemnified Person, on the one hand, and the Indemnified PartyIndemnitor, on the other hand, and of the Engagement or (ii) if (and only if) the allocation provided in by clause (i) of this sentence above is not permitted by applicable lawavailable, in such proportion as is appropriate to reflect not only the relative benefits, benefits referred to in such clause (i) but also the relative fault of each of the Company, on the one hand, applicable Indemnified Person and the Indemnified PartyIndemnitor, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any other relevant equitable considerations. No person found liable for a fraudulent misrepresentation ; provided, however, that in no event shall be entitled to any Indemnified Person’s aggregate contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the amount paid or payable exceed the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactionsMxxxx under the Agreement. Notwithstanding Assuming that the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed Indemnitor has fully satisfied the amount of fees previously their obligations provided for herein to the Indemnified Persons, and the Indemnified Persons shall have no further liabilities in connection therewith, then the Indemnitor may take control of any pending action or litigation in order to reduce the expenses in connection therewith. For the purposes of this Exhibit A, the relative benefits to the Indemnitor and the applicable Indemnified Person of the Engagement shall be deemed to be in the same proportion as: (a) the total net value paid or contemplated to be paid or received or contemplated to be received by Placement Agent pursuant to the Agreement. Neither termination nor completion Indemnitor and its affiliates (including the Company’s stockholders), as the case may be, in the transaction or transactions that are the subject of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon Engagement, whether or not any such transaction is consummated, bears to (b) the Company and its successors and assigns and shall inure fees paid to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment Maxim in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: DirectorEngagement.

Indemnification Provisions. Capitalized terms used in this Exhibit To the fullest extent permitted by the Act, the Company shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Placement Agent and each Member, each of the other Company’s directors and officers, and, in the case of a Member that is an entity, such Member’s shareholders, members, directors, managers, officers, employees or agents (each, a “Member Indemnified Parties Party”) against expenses (as hereinafter defined) from and against any and all lossesincluding attorneys’ fees), claimsjudgments, damages, obligationstaxes, penalties, judgmentsfines (including an excise tax assessed with respect to an employee benefit plan) and amounts paid in settlement (collectively “Liability”), awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not incurred by it in connection with litigation in defending any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating to, based upon, arising out ofit is, or in connection withis threatened to be made, Placement Agent's acting for a party because it is or was serving at the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance request of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form or any Subsidiary as a partmanager, any breach by the Company director, officer, partner, employee or agent of any representationanother domestic or foreign corporation, warrantypartnership, covenant joint venture, trust or agreement contained in the Agreement (or in any instrument, document or agreement relating theretoother enterprise, including any agency agreement)service with respect to employee benefit plans, or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement business or operations of Placement Agent by the Company. A Member Indemnified Party shall be considered to be serving an employee benefit plan at the Company’s request if its duties to the Company or for any other reason, except Subsidiary also impose duties on or otherwise involve services by it to the extent that any such liability is found plan or to participants in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning beneficiaries of the federal securities laws)plan. To the fullest extent authorized or permitted by, and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by provisions of the Act, the Company shall pay or reimburse expenses (including attorneys’ fees) incurred by a Member Indemnified Party who is a party to a proceeding in advance of final disposition of such proceeding. The obligation of the Company to indemnify a Member Indemnified Party shall be conditioned upon the conduct of such Member Indemnified Party having been performed in good faith and in a manner reasonably believed by it to be within the scope of authority granted to it by this Operating Agreement and not constituting fraud, deceit, gross negligence, wanton or reckless misconduct or a wrongful taking by such Member Indemnified Party. The termination of any action by judgment, order or settlement shall not, of itself, create a presumption that such Member Indemnified Party did not act in such a manner as to deny the rights of indemnification provided for herein. The Company may indemnify its stockholdersemployees and other agents who are not Member Indemnified Parties, subsidiaries and affiliates, on provided that the one hand, indemnification in any given situation is approved by a Supermajority Interest and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation scope of such indemnification shall not be greater than that provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Member Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: DirectorSection 18.1.

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless the Placement Agent and each of the other Indemnified Parties (as hereinafter defined) any indemnified parties identified herein from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectivelyparty))(collectively, "“Losses"”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, the Placement Agent's Agent acting for the Company, including, without limitation, any act or omission by the Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and the Placement Agent to which these indemnification provisions are attached and form a partpart (the “Agreement”), any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreementAgency Agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any and such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in its connection with the engagement of the Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's ’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "“Indemnified Parties"”): the Placement Agent, its present and former affiliated entities, managers, members, officers, employees, consultants, advisors, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, partners stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's ’s written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of the Placement Agent, Agent settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (iI) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any of the Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for or indemnification pursuant to these indemnification provisions is Is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) to in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, hand and (ii) if (and only if) the allocation provided in clause (iI) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted results in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it its stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by the Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Indemnified Provisions which shall remain operative and in full force and effect. The Indemnification Indemnified Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Director.

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to defend, indemnify and hold harmless Placement Agent RCG, its officers, directors, and each of the other Indemnified Parties employees (hereafter jointly referred to as hereinafter definedRCG) from and against any and all losses, claims, damagesdemands, obligationssuits, penaltiesactions, judgments, awards, damages, liabilities, costs, expenses and disbursements, and any reasonable attorneys' fees (and all actions, suits, proceedings and investigations actions in respect thereof and any and all legal and reasonable real or other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, otherwise) including the costs, expenses and disbursements, as and when incurred, costs of investigating, preparing, pursing preparing or defending any such actionaction or claim, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party RCG is a party)) (collectively, "Losses"), directly or indirectly, indirectly caused by, relating to, or asserted by a third party, based upon, upon or arising out ofof (a) the Company's breach of or the incorrectness of any representation, warranty, or covenant of Company contained in this Agreement; and/or (b) failure of Company to perform any term condition, or obligation required by this Agreement to be performed by Company; or (c) any Services rendered by the Company as defined in or contemplated by the Agreement to which these Provisions are attached, as it may be amended from time to time; or (d) any act or omission by the Company in connection with its performance of its obligations under the Agreement. Notwithstanding the foregoing, the Company shall not have any liability to RCG for, or in connection with, Placement Agent's acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by RCG or with any of the Company or foregoing, for any other reason, except to the extent that any such liability for losses, claims, demand, suits, actions, judgments, awards, damages, liabilities, costs or expenses that is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) or mutually acceptable arbitrator to have resulted primarily and directly from such Indemnified PartyRCG's gross negligence or negligence, willful misconduct, RCG's material breach or the incorrectness of any representation, warranty or covenant of RCG contained in this Agreement. These Indemnification Provisions shall extend RCG agrees to defend, indemnify and hold harmless the following persons (collectively, the "Indemnified Parties"): Placement AgentCompany, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partnersand employees (hereafter jointly referred to as the Company) against any and all losses, stockholdersclaims, membersdemands, managerssuits, employeesactions, legal counseljudgments, agents awards, damages, liabilities, costs, reasonable attorneys' fees (and controlling persons all actions in respect thereof and any reasonable real or other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise) including the costs of investigating, preparing or defending any such action or claim, whether or not in connection with litigation in which the Company is a party, directly or indirectly caused by, relating to, or asserted by a third party, based upon or arising out of (a) RCG's breach of or the incorrectness of any representation, warranty, or covenant RCG contained in this Agreement; and/or or (b) failure of themRCG to perform any term condition, or obligation required by this Agreement to be performed by RCG; or (c) any Services rendered by RCG as defined in or contemplated by the Agreement to which these Provisions are attached, as it may be amended from time to time; or (d) any act or omission by RCG in connection with its performance of its obligations under the Agreement. These Notwithstanding the foregoing, RCG shall not have any liability to the Company for, or in connection with, the engagement of RCG or with any of the foregoing, for any such liability for losses, claims, demands, suits, actions, judgments, awards, damages, liabilities, costs or expenses that is found by a court of competent jurisdiction or mutually acceptable arbitrator to have resulted from the Company's gross negligence, willful misconduct, the Company's material breach or the incorrectness of any representation, warranty or covenant of the Company contained in this Agreement. As a condition to the foregoing indemnity, in the event of the assertion of any claim or demand, or the institution of any suit or action with respect to which either party is required by this paragraph to Indemnify the other party (the indemnifying party hereinafter referred to as the "Indemnitor", and the party entitled to indemnification provisions shall be hereinafter referred to as the "Indemnitee") the Indemnitee will give notice thereof to the Indemnitor and will afford the Indemnitor the opportunity to defend , settle, or compromise the same. Unless the Indemnitor agrees to duly, promptly and diligently discharge or defend against such claim, demand, suit or action in addition to such manner as will, in the Indemnitee's reasonable judgment, protect the Indemnitee from any liability, which loss, cost or damage as a result thereof, the Company Indemnitee may, at the Indemnitee's option, for the Indemnitor's account and risk, assume the defense of the same, may otherwise have to implead, interplead or claim over against the Indemnitor and may thereafter hold the Indemnitor responsible for all sums paid and all costs, expenses and reasonable attorney's fees incurred by the Indemnitee in so doing. The Indemnitee may, at the Indemnitee's option, participate in any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify legal proceedings being conducted by the Company Indemnitor hereunder with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent itthe Indemnitee's choosing, but such participation shall be at the Indemnitee's sole expense, so long as the Indemnitor is diligently conducting the same in the Indemnitee's reasonable judgment, and the fees, expenses and disbursements of such Indemnitee's counsel shall be borne by the Company. Any such counsel shall, to the fullest extent consistent with its professional responsibilities, responsibilities cooperate with the Company Indemnitor and any counsel designated by the CompanyIndemnitor. The In the event that a court of competent jurisdiction, or an arbitrator mutually acceptable to the parties, determines that the Indemnification provided for hereunder is unavailable hereunder, but that both Company shall be and RCG are liable for any settlement of any to a third party asserting a claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New Yorkand RCG, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New Yorkthen as between Company and RCG, NY * Long Island. NY * Red Bankthey each agree to contribute such amounts as may be necessary to satisfy such liability, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent in amounts proportionate to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, their respective comparative negligence/responsibility as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment determined by a court of competent jurisdiction (not subject to further appeal) that or a mutually acceptable arbitrator. If either Company or RCG pays such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such casethird party more than its proportionate share as determined above, then it shall be entitled to seek contribution from the Company shall contribute other party to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) extent of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerationsexcess. No person or affiliated entity found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who or affiliated entity that is not also found liable for such fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The These Indemnification Provisions shall be binding in addition to any liability, which either party may otherwise have to the other party or their respective controlling persons within the meaning of the federal securities laws. The foregoing Indemnification Provisions are in addition to any rights or remedies available under applicable law and are not to the exclusion of any such rights or remedies. FINANCIAL RELATIONS COMPENSATION ATTACHMENT In accordance with the contract terms for Premium Cigars International, Ltd. ("PCIG"), the following is the compensation required by RCG Capital Markets Group, Inc. and/or its affiliates ("RCG") to perform the Financial Relations services outlined herein. The contract period for Financial Relations services will be for an eighteen (18) month period from the date of execution of the Agreement. During this engagement period, PCIG or RCG may terminate the contract after nine (9) months by providing written notice of thirty (30) days. During the term of the Agreement, RCG shall receive $5,500 per month in compensation. In addition, RCG requires reimbursement for all direct and certain pre-approved indirect miscellaneous expenses and out of pocket costs, such as, but not limited to photocopying, messenger service, long-distance telephone calls, printing charges or similar expenses. It is the policy of RCG that an expense debit account of $5,000 be utilized for these direct allocable costs. RCG will provide PCIG with a detailed breakdown of all reimbursable expenses debited against the remaining monthly balance by the twentieth (20th) day of the following month of service. When the remaining unused portion of the expense debit account falls below $1,500, PCIG will be required to reinstate the account balance to $5,000. RCG will obtain prior approval from PCIG if any single miscellaneous expense item is in excess of $600. RCG acknowledges and understands that PCIG will have specific amounts budgeted for these expenditures and will use its best efforts to ensure those budget amounts are not exceeded. As additional compensation for Financial Relation Services, PCIG will sell to RCG 100,000 shares of PCIG common stock (the "Shares") at a price of $.01 per Share, for a total price of $1,000. On or before January 1, 1999, RCG will pay the purchase price for the Shares to PCIG, which will then promptly issue the Shares in the name of RCG, however such Shares shall be held by PCIG. On or after one year from their issuance or earlier as provided for in the Agreement, and on or before January 28, 2000, PCIG may repurchase Shares from RCG, at the same price paid by RCG to PCIG for the Shares, upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Directorfollowing conditions:

Indemnification Provisions. Capitalized terms used in this Exhibit Neither the Agent nor the -------------------------- Collateral Agent nor any of their directors, officers, agents, or employees shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against be liable for any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether action taken or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's acting for the Company, including, without limitation, any act or omission taken by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or it in connection with the engagement Credit Documents (i) with the consent or at the request of Placement Agent by the Company Majority Lenders or for any other reason, except to (ii) in the extent that any such liability is found in a final judgment by a court absence of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's its own gross negligence or willful misconduct. These Indemnification Provisions shall extend to Neither the following persons (collectively, Agent nor the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, membersCollateral Agent nor any of their directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement, any other Credit Document or any Borrowing; (ii) the performance or observance of any of the covenants or agreements of the Borrower or any of its Subsidiaries contained herein or in any other Credit Document; (iii) the satisfaction of any condition specified in Section 4 hereof, except receipt of items required to be delivered to the Agent; or (iv) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectability hereof or of any other Credit Document or of the Liens provided for by the Stock Pledge Agreements, if any, or of any other documents or writing furnished in connection with any Credit Document or of any collateral; and the Agent and the Collateral Agent makes no representation of any kind or character with respect to any such matters mentioned in this sentence. The Agent and the Collateral Agent may execute any of its duties under any of the Credit Documents by or through employees, legal counselagents, and attorneys-in-fact and shall not be answerable to the Lenders or any other Person for the default or misconduct of any such agents or attorneys-in-fact selected with reasonable care. The Agent and controlling persons the Collateral Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (within whether written or oral) believed by it to be genuine or to be sent by the meaning proper party or parties. In particular and without limiting any of the federal securities laws)foregoing, the Agent and the Collateral Agent shall have no responsibility for confirming the existence or worth of any collateral or the accuracy of any Compliance Certificate or other document or instrument received by it under the Credit Documents. The Agent and the Collateral Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with the Agent and the Collateral Agent signed by such owner in form satisfactory to the Agent and the Collateral Agent. Each Lender acknowledges that it has independently and without reliance on the Agent and the Collateral Agent or any other Lender obtained such information and made such investigations and inquiries regarding the Borrower and its Subsidiaries as it deems important, and based upon such information, investigations and inquiries made its own credit analysis and decision to extend credit to the Borrower in the manner set forth in the Credit Documents. It shall be the responsibility of each Lender to keep itself informed about the creditworthiness and business properties, assets, liabilities, condition (financial or otherwise) and prospects of the Borrower and its Subsidiaries, the creditworthiness of all account debtors of the Borrower and its Subsidiaries, and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents Agent and controlling persons of the Collateral Agent shall have no liability whatsoever to any Lender for such matters. The Agent and the Collateral Agent shall have no duty to disclose to the Lenders information that is not required by any Credit Document to be furnished by the Borrower or any of them. These indemnification provisions shall be in addition its Subsidiaries to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, Agent and the feesCollateral Agent at such time, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, but is voluntarily furnished to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, Agent and the Indemnified Party, on the other hand, and Collateral Agent (ii) if (and only if) the allocation provided either in clause (i) of this sentence is not permitted by applicable law, its capacity as Agent or Collateral Agent or in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Directorindividual capacity).

Indemnification Provisions. Capitalized terms used in this Exhibit shall have In the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under services, the Agreement between the Company and Placement Agent shall be obligated to which these indemnification provisions are attached act only in good faith, and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (shall not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) be liable to the Company for or errors in connection with judgment not the engagement result of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions The Company shall extend indemnify and hold harmless the Placement Agent against any and all liabilities, claims, lawsuits, including any and all awards and/or judgments to which it may become subject under the following persons Securities Act of 1933, (collectivelythe “Act”), the "Indemnified Parties"): Securities Exchange Act of 1934, as amended (the “1934 Act”) or any other federal or state statute, at common law or otherwise, insofar as said liabilities, claims and lawsuits (including costs, expenses, awards and/or judgments) arise out of, or are in connection with the services rendered by the Placement Agent or any transactions in connection with this Agreement, except for any liabilities, claims and lawsuits (including awards and/or judgments), arising out of gross negligence, willful misconduct or willful omissions of the Placement Agent. In addition, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve also indemnify and hold harmless the Placement Agent against any and all reasonable costs and expenses, including reasonable counsel fees, incurred relating to the foregoing. The Placement Agent shall give the Company from its obligations hereunder. An Indemnified Party prompt notice of any such liability, claim or lawsuit which the Placement Agent contends is the subject matter of the Company’s indemnification and the Company thereupon shall have be granted the right to retain take any and all necessary and proper action, at its sole cost and expense, with respect to such liability, claim and lawsuit, including the right to settle, compromise and dispose of such liability, claim or lawsuit, excepting there from any and all proceedings or hearings before any regulatory bodies and/or authorities. The Placement Agent shall indemnify and hold the Company harmless against any and all liabilities, claims and lawsuits, including any and all awards and/or judgments to which it may become subject under the Act, the 1934 Act or any other federal or state statute, at common law or otherwise, insofar as said liabilities, claims and lawsuits (including costs, expenses, awards and/or judgments) arise out of, or are based upon gross negligence, willful misconduct or willful omissions of the Placement Agent. In addition, the Placement Agent shall also indemnify and hold the Company harmless against any and all reasonable costs and expenses, including reasonable counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, incurred relating to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Companyforegoing. The Company shall be liable for any settlement give the Placement Agent prompt notice of any such liability, claim against any Indemnified Party made with or lawsuit which the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without contends is the prior written consent subject matter of the Placement Agent’s indemnification and the Placement Agent thereupon shall be granted the right to take any and all necessary and proper action, settle or compromise any claimat its sole cost and expense, or permit a default or consent with respect to such liability, claim and lawsuit, including the entry of any judgment in respect thereof, unless such settlementright to settle, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect dispose of such claimliability, and (ii) does not contain any factual claim or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the characterlawsuit, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution excepting there from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (and all proceedings or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Directorhearings before any regulatory bodies and/or authorities.

Indemnification Provisions. Capitalized terms used in this Exhibit Addendum shall have the meanings ascribed to such terms in the Agreement to which this Exhibit Addendum is attached. The In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "“Losses"”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's ’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's ’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "“Indemnified Parties"”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholdersshareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunderhereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. An In case any such action is brought against any Indemnified Party shall have and such Indemnified Party notifies the right Company of the commencement thereof, the Company may elect to retain assume the defense thereof, with counsel of its own choice reasonably satisfactory to represent itsuch Indemnified Party, and an Indemnified Party may employ counsel to participate in the feesdefense of any such action provided, expenses and disbursements that the employment of such counsel shall be borne at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's ’s written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholdersshareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholdersits shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * [The remainder of this page has been intentionally left blank.] Very truly yours, MAXIM GROUP LLC By: /s/ Cxxxxxxx X. Xxxxxx Name: Cxxxxxxx X. Xxxxxx Title: Co-President Address for notice: 300 Xxxx Xxxxxx, 16th Floor New York, NY 10174 * Tel 10022 Attention: Jxxxx Xxxxxx, General Counsel Email: jxxxxxx@xxxxxxxx.xxx Accepted and Agreed to as of the date first written above: INVO BIOSCIENCE, INC. Address for Notice: INVO Bioscience, Inc. By: /s/ Sxxxxx Xxxx 5000 Xxxxxxxxx Xxxxx Name: Sxxxxx Xxxx Xxxxxxxx, Florida 34240 Title: Chief Executive Officer Attention Sxxxxx Xxxx E-Mail:sxxxx@xxxxxxx.xxx With a copy to (which shall not constitute notice): Sxxxxxxx, Mxxxxx, Rxxxxxx & Hxxxxxx LLP 300 Xxxxx Xxxx Xxxxxx, 00xx Floor Los Angeles, California 90071 Telephone: (000) 000-0000 * (000) 000Attention: Gxxx Xxxxxx, Esq. E-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New Yorkmail: gxxxxxx@xxxxxxxxxxxxxx.xxx Pursuant to Placement Agency Agreement] between NIVO Bioscience, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you Inc. and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP Maxim Group LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Director]

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. (A) The Company agrees to indemnify and hold harmless the Placement Agent and its affiliates and their respective officers, directors, employees, agents, counsel, advisers and consultants, and any persons controlling the Placement Agent or any of its affiliates within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (the Placement Agent and each of the such other person or entity being referred to herein as an “Indemnified Parties (as hereinafter defined) Person”), from and against all claims, liabilities, losses or damages (or actions in respect thereof) or other expenses (and further agrees to advance all expenses) which (A) are related to or arise out of (i) actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company or its respective affiliates in connection with this Agreement, the Placement or which affect the Placement or (ii) actions taken or omitted to be taken by an Indemnified Person with the consent or in conformity with the actions or omissions of the Company or their respective affiliates in connection with this Agreement, the Placement or which affect the Placement or (iii) any investigation, litigation, or inquiry by a regulatory or self-regulatory agency or authority involving the Company or any transaction arising under any agreements between the Company and all the Placement Agent or (B) are otherwise related to or arise out of the Placement Agents’ activities on behalf of the Company or its respective affiliates pursuant to this Agreement or (C) in any way involving or alleged to involve the Company, any Placement or any Securities. The Company will not be responsible, however, for any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, liabilities or expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony pursuant to clause (B) of the preceding sentence which are finally judicially determined to have resulted solely from such Indemnified Person’s gross negligence or furnishing documents in response to a subpoena or otherwise (including, without limitationwillful misconduct. In addition, the costs, Company agrees to advance (and in the absence of advancement required hereunder) to promptly reimburse each Indemnified Person for all reasonable out-of-pocket expenses (including fees and disbursements, expenses of counsel) as and when incurred, of they are incurred by such Indemnified Person in connection with investigating, preparing, pursing conducting or defending any such actionaction or claim, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party Person is a named party)) (collectively, "Losses"), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection withwith enforcing the rights of such Indemnified Person under this Agreement, Placement Agent's acting for including the Company, including, without limitation, costs of any act claims asserted by an Indemnified Person against any indispensable party or omission by Placement Agent way of a counterclaim in connection with its acceptance any litigation within the scope of or the performance or non-performance of its obligations under the Agreement between the this provision. The Company and Placement Agent agrees to advance such expenses incurred by an Indemnified Person pursuant to which these indemnification provisions are attached and form a part, any breach indemnity may be sought hereunder within thirty (30) days after receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any representation, warranty, covenant or agreement contained in proceeding. Such advances shall be unsecured and interest free and without regard to the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights Indemnified Person’s ultimate entitlement to indemnification under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Agreement. Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation Persons shall be entitled to contribution continue to receive advancement of expenses pursuant to this section unless and until the matter of an Indemnified Person’s entitlement to indemnification hereunder has been finally adjudicated by court order or judgment from any person who which no further right of appeal exists. Each Indemnified Person undertakes to repay such amounts advanced only if and to the extent that, it ultimately is determined that the Indemnified Person is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated entitled to be received) indemnified by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to under the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount provisions of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the this Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors0 Xxxxxxxxx Xxxxxxx, assignsXxxxx 0000, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New YorkXxxxxxx, NY 10174 * Tel (XX, 00000 000) -000-0000 * (Office), 000) -000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: DirectorFax)

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company (as such term is defined below) agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and SBI against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses expenses, and disbursements, disbursements (and any and all actions, suits, proceedings proceedings, and investigations in respect thereof and any and all legal and other costs, expenses expenses, and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (otherwise), including, without limitation, the costs, expenses expenses, and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding proceeding, or investigation (whether or not in connection with litigation in which any Indemnified Party SBI is a party)) (collectively, "Losses"), directly or indirectly, indirectly caused by, relating to, based upon, arising out of, or our in connection with, Placement Agentwith (a) SBI's acting for the Company, including, including without limitation, any act or omission by Placement Agent SBI in connection with its acceptance of or the performance or non-performance nonperformance of its obligations under the Agreement agreement, between SBI and Category 5 Technologies, Inc., as it may be amended from time to time (the Company and Placement Agent to which these indemnification provisions are attached and form "Agreement"), (b) any untrue statement or alleged untrue statement of a partmaterial fact contained in, or omissions or alleged omissions from, any breach information furnished by the Company to SBI, or (c) any Merger (as such term is defined in the Agreement), however, such indemnity agreement shall not apply to any portion of any representationsuch loss, warrantyclaim, covenant or agreement contained in the Agreement (or in any instrumentdamage, document or agreement relating theretoobligation, including any agency agreement)penalty, or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunderSBI. The Company also agrees that no Indemnified Party SBI shall not have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for for, or in connection with with, the engagement of Placement Agent by the Company or for any other reasonSBI, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified PartySBI's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, liability which the Company may otherwise have to SBI or the persons indemnified below in this sentence and shall extend to the following: SBI, its affiliated entities, directors, officers, employees, legal counsel, agents, and controlling persons of SBI within the meaning of the federal securities laws. All references to SBI in this Indemnification Agreement shall be understood to include any Indemnified Partyand all of the foregoing. If any action, suit, proceeding proceeding, or investigation is commenced, as to which an Indemnified Party SBI proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party SBI to notify the Company shall not relieve the Company from of its obligations hereunder. An Indemnified Party SBI shall have the right to retain counsel of its own choice to represent it, and the Company shall have the right to retain counsel of its own choice to represent it, and the Company shall pay the fees, expenses expenses, and disbursements of each such counsel; and such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, responsibilities cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party SBI made with the Company's written consent, which consent shall not be unreasonably withheld. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement AgentSBI, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, settlement compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties SBI of an unconditional release from all liability in respect of such claim in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made made, but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company Company, on the one hand, and SBI, on the other hand, shall contribute to the Losses losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses, and disbursements to which any Indemnified Party the indemnified persons may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and SBI, on the Indemnified Partyother hand, and also the relative fault of the Company on the one hand, and SBI on the other hand, in connection with the statements, acts acts, or omissions which resulted in such Losses as well as any loses claim, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses, and disbursements relevant equitable considerationsconsiderations shall also be considered. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event SBI shall the not be obligated to contribute any amount contributed by all Indemnified Parties exceed hereunder that excess the amount of fees previously received by Placement Agent SBI pursuant to the Agreement. Neither termination nor completion of the Agreement engagement of SBI referred to above shall affect these Indemnification Provisions indemnification provisions which shall then remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Director.

Indemnification Provisions. Capitalized terms used in this Exhibit shall have In connection with the meanings ascribed to such terms in the Agreement letter to which this Exhibit A is attached. The attached (the “Finder’s Agreement”), the Company (the “Indemnitor”) agrees to indemnify and hold harmless Placement Agent Maxim and its affiliates, and the respective officers, directors, employees, agents and representatives of Maxim, its affiliates and each other person, if any, controlling Maxim or any of the its affiliates (Maxim and each such other person being an “Indemnified Parties (as hereinafter definedPerson”) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony damages or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating liabilities related to, based upon, arising out of, or in connection with, Placement Agent's acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement (the “Engagement”) under the Engagement Letter, and will reimburse each Indemnified Person for all expenses (including fees and expenses of Placement Agent by counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any action, claim, suit, investigation or proceeding related to, arising out of or in connection with the Company Engagement, whether or not pending or threatened and whether or not any Indemnified Person is a party. The Indemnitor will not, however, be responsible for any other reasonlosses, except to the extent claims, damages or liabilities (or expenses relating thereto) that any such liability is found are judicially determined in a final judgment by a court of competent jurisdiction (not subject to further appeal) appeal to have resulted primarily and directly from the bad faith or gross negligence of any Indemnified Person. Indemnitor will not, without Maxim’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed),, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes a release of each Indemnified Person from any liabilities arising out of such action, claim, suit or proceeding. No Indemnified Person seeking indemnification, reimbursement or contribution under this agreement will, without the prior written consent of the Indemnitor, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding referred to in the preceding paragraph. If the indemnification provided for in the first paragraph of this Exhibit A is judicially determined to be unavailable (other than in accordance with the third sentence of the first paragraph hereof) to an Indemnified Person in respect of any losses, claims, damages or liabilities referred to herein, then, in lieu of indemnifying such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions Person hereunder, the Indemnitor shall extend contribute to the following persons amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (collectivelyand expense relating thereto): (i) in such proportion as is appropriate to reflect the relative benefits to the applicable Indemnified Person, on the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws)one hand, and the officersIndemnitor, directorson the other hand, partnersof the Engagement or (ii) if the allocation provided by clause (i) above is not available, stockholders, members, managers, employees, legal counsel, agents in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of each of the applicable Indemnified Person and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commencedIndemnitor, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptnesswell as any other relevant equitable considerations; provided, however, that in no event shall any failure Indemnified Person’s aggregate contribution to the amount paid or payable exceed the aggregate amount of fees actually received by an Indemnified Party to notify Maxim under the Company shall not relieve Engagement Letter. Assuming that the Company from Indemnitor has fully satisfied the amount of its obligations hereunder. An provided for herein to the Indemnified Party shall have the right to retain counsel of its own choice to represent itPersons, and the feesIndemnified Persons shall have no further liabilities in connection therewith, then the Indemnitor may take control of any pending action or litigation in order to reduce the expenses in connection therewith. For the purposes of this Exhibit A, the relative benefits to the Indemnitor and disbursements the applicable Indemnified Person of such counsel the Engagement shall be borne deemed to be in the same proportion as: (a) the total value paid or contemplated to be paid or received or contemplated to be received by the Indemnitor and its affiliates (including the Company. Any ’s stockholders), as the case may be, in the transaction or transactions that are the subject of the Engagement, whether or not any such counsel shalltransaction is consummated, bears to (b) the extent consistent with its professional responsibilities, cooperate fees paid to Maxim in connection with the Company and any counsel designated by the CompanyEngagement. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA NASD & SIPC 000 Xxxxxxxxx Xxx. * New YorkXxx Xxxx, NY 10174 XX 00000 * Tel tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New Yorkxxx.xxxxxxxx.xxx Xxx Xxxx, NY XX * Long Island. NY Xxxx Xxxxxx, XX * Chicago, IL* Red Bank, NJ China Deyu Agriculture Technology* Baltimore, Ltd. January MD Ominto, 2010 shall notInc. November 5, without 2015 Page 6 of 7 Procedure. Upon obtaining knowledge of any claim which may give rise to indemnification not involving a Third Party Claim, the prior Indemnified Person shall, as promptly as practicable following the date the Indemnified Person has obtained such knowledge, give written consent notice (which may be delivered by facsimile transmission, with confirmation of Placement Agentreceipt by the receiving party) of such claim for which indemnification is sought (each, settle or compromise any claim, or permit a default or consent “Claim”) to the entry Indemnitor, but no failure to give such notice shall relieve the Indemnitor of any judgment liability hereunder (except to the extent that the Indemnitor have suffered actual, irreversible and material economic prejudice thereby). The Indemnified Person, at its cost, shall furnish to the Indemnitor in respect thereof, unless good faith and in reasonable detail such settlement, compromise or consent (i) includes, information as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or Person may have with respect to such Claim. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, suit or proceeding involving a Claim by a third party (each, a “Third Party or an adverse statement Claim”) against it, such Indemnified Person will give written notice to the Indemnitor of the commencement of such Third Party Claim, and shall give the Indemnifying Party such information with respect thereto as the Indemnitor may reasonably request, but no failure to give such notice shall relieve the Indemnitor of any liability hereunder (except to the characterextent the Indemnitor has suffered actual, professionalismirreversible and material economic prejudice thereby). The Indemnitor shall have the right, expertise or reputation but not the obligation, to assume the defense and control the settlement of any Indemnified such Third Party or any action or inaction of any Indemnified Party. In order to provide for just Claim, at its cost and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if expense (and only if) the allocation provided not as a reduction in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received indemnification available hereunder), using counsel selected by Placement Agent in connection with the Indemnitor and reasonably acceptable to the Indemnified Person. If the Indemnitor satisfies the requirements of this Exhibit A and desires to exercise its right to assume the defense and control the settlement of such transaction Third Party Claim, the Indemnitor shall give written notice (the “Notice”) to the Indemnified Person within fourteen (14) calendar days of receipt of notice from the Indemnified Person of the commencement of or transactionsassertion of any Third Party Claim stating that the Indemnitor shall be responsible for such Third Party Claim. Notwithstanding the foregoing, the Indemnified Person shall have the right: (i) to assume the defense and control the settlement of a Third Party Claim and (ii) to employ separate counsel at their reasonable expense (provided that the Indemnitor shall not be required to reimburse the expenses and costs of more than one law firm) and control its own defense of a Third Party Claim if (x) the named parties to any such action (including any impleaded parties) include both the Indemnified Person and Maxim, and the Indemnified Person shall have been advised by counsel that there are one or more legal or equitable defenses available to the Indemnified Person that are different from those available to the Indemnitor, (y) such Third Party Claim involves equitable or other non-monetary damages or in no event the reasonable judgment of the Indemnified Person, such settlement would have a continuing material adverse effect on the Indemnified Person’s business (including any material impairment of its relationships with customers and suppliers) or (z) or in the reasonable judgment of the Indemnified Person, the Indemnitor may not be able to satisfy fully such Third Party Claim. In addition, if the Indemnitor fails to give the Indemnified Person the Notice in accordance with the terms hereof, the Indemnified Person shall have the amount contributed right to assume control of the defense of and settle the Third Party Claim and all costs incurred in connection therewith shall constitute damages of the Indemnified Person. For the avoidance of doubt, the Indemnitor acknowledge that they will advance any retainer fees required by all legal counsel to an Indemnified Parties exceed Person simultaneously with the engagement by such Indemnified Person of such counsel, it being understood and agreed that the amount of such retainer shall not exceed $20,000 and that such retainer shall be credited to fees previously received by Placement Agent pursuant incurred with the balance (if any) refundable to the AgreementIndemnitor. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members Member FINRA & SIPC 000 Xxxxxxxxx Xxx. Xxxxxx * New YorkXxx Xxxx, NY 10174 XX 00000 * Tel (000) 000-0000 * (000) 000-0000 * fax Fax (000) 000-0000 * www xxxxxxxx.xxx New Yorkxxx.xxxxxxxx.xxx Xxx Xxxx, NY XX * Long Island. NY Xxxx Xxxxxx, XX * Red Bank, NJ China Deyu Agriculture Technology* Baltimore, Ltd. January MD Ominto, 2010 We Inc. November 5, 2015 Page 7 of 7 If at any time after the Indemnitor assumes the defense of a Third Party Claim, any of the conditions set forth in the paragraph above are delighted at no longer satisfied, the prospect Indemnified Person shall have the same rights as set forth above as if the Indemnitor never assumed the defense of working with you and look forward to a successful offeringsuch claim. If you are in agreement with Notwithstanding the foregoing, please execute the Indemnitor or the Indemnified Person, as the case may be, shall have the right to participate, at the Indemnitor’s or the Indemnified Person’s own expense, in the defense of any Third Party Claim that the other party is defending. If the Indemnitor assume the defense of any Third Party Claim in accordance with the terms hereof, the Indemnitor shall have the right, upon 30 calendar days’ prior written notice to the Indemnified Person, to consent to the entry of judgment with respect to, or otherwise settle such Third Party Claim; provided, however, that with respect to such consent to the entry of judgment or settlement, the Indemnified Person will not have any liability and return one copy will be fully indemnified with respect to all Third Party Claims. Notwithstanding the foregoing, the Indemnitor shall not have the right to consent to the entry of judgment with respect to, or otherwise settle a Third Party Claim if: (i) the consent to judgment or settlement of such Third Party Claim involves equitable or other non-monetary damages against the Indemnified Person, or (ii) in the reasonable judgment of the Indemnified Person, such settlement would have a continuing effect on the Indemnified Person’s business (including any material impairment of its relationships with customers and suppliers), without the prior written consent of the Indemnified Person. In addition, the Indemnified Person shall have the sole and exclusive right to settle any Third Party Claim on such terms and conditions as it deems reasonably appropriate, (x) if the Indemnitor fail to assume the defense in accordance with the terms hereof, or (y) to the extent such Third Party Claim involves only equitable or other non-monetary relief, and shall have the right to settle any Third Party Claim involving monetary damages with our consent, which consent shall not be unreasonably withheld. The provisions of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed Exhibit A shall apply to and accepted this any modification thereof and shall remain in full force and effect regardless of Januaryany termination or the completion of Maxim’s services under the Finder’s Agreement. Member FINRA & SIPC 000 Xxxxxxxxx Xxxxxx * Xxx Xxxx, 2010 China Deyu Agriculture TechnologyXX 00000 * Tel (000) 000-0000 * (000) 000-0000 * Fax (000) 000-0000 * xxx.xxxxxxxx.xxx Xxx Xxxx, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: DirectorXX * Xxxx Xxxxxx, XX * Red Bank, NJ * Baltimore, MD

Indemnification Provisions. Capitalized terms used in this Exhibit herein without definition shall have the meanings ascribed to such terms thereto in the Agreement letter agreement dated October 25, 2022 (as amended from time to which this Exhibit is attachedtime, the “Agreement”) between Prime Number Acquisition I Corp. (“SPAC”), and Prime Number Capital LLC (“PNCPS” or “Advisor”). The Company SPAC (the “Indemnitor”) agrees to indemnify and hold harmless Placement Agent and each of PNCPS to the other Indemnified Parties (as hereinafter defined) fullest extent permitted by law, from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilitiesand other liabilities (collectively, “Liabilities”), and will fully reimburse PNCPS for any and all fees, costs, expenses and disbursementsdisbursements (collectively, “Expenses”), as and when incurred, of investigating, preparing or defending any claim, action, suit, proceeding or investigation, whether or not in connection with pending or threatened litigation or arbitration, and whether or not PNCPS is a party (collectively, “Actions”) (including any and all actions, suits, proceedings and investigations in respect thereof and any and all reasonable legal and other costs, expenses and disbursements Expenses in giving testimony or furnishing documents in response to a subpoena or otherwise (includingotherwise), without limitation, the costs, expenses and disbursements, as and when incurred, arising out of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectivelyadvice or services rendered or to be rendered by PNCPS pursuant to the Agreement, "Losses"), directly the transactions contemplated thereby or indirectly, caused by, relating to, based upon, arising out of, PNCPS ’s actions or in connection with, Placement Agent's acting for the Company, including, without limitation, any act or omission by Placement Agent inactions in connection with its acceptance of any such advice, services or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent transactions; provided, however, such indemnity agreement shall not apply to which these indemnification provisions are attached and form a part, any breach by the Company portion of any representation, warranty, covenant such Liability or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent Expense that any such Losses are is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconductPNCPS. These Indemnification Provisions shall be in addition to any liability which the Indemnitors may otherwise have and shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, following: PNCPS and its present and former affiliated entities, managers, membersdirectors, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions All references to PNCPS or UNDERWRITER in these Indemnification Provisions shall be in addition understood to include any liability, which and all of the Company may otherwise have to any Indemnified Partyforegoing. If any action, suit, proceeding or investigation Action is commenced, commenced as to which an Indemnified Party PNCPS proposes to demand indemnificationindemnification hereunder, it shall notify the Company Indemnitors with reasonable promptness; provided, however, that any failure by an Indemnified Party PNCPS to notify the Company Indemnitors shall not relieve the Company Indemnitors from its their obligations hereunder. An Indemnified Party PNCPS shall have the right to retain counsel of its own choice to represent it, and the fees, expenses and disbursements Indemnitors shall pay the reasonable Expenses of such counsel shall be borne by the Company. Any counsel; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company Indemnitors and any counsel designated by the CompanyIndemnitors. The Company Indemnitors shall be liable for any settlement of any claim against any Indemnified Party PNCPS made with the Company's Indemnitors’ written consent, which consent shall not be unreasonably withheld. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 Indemnitors shall not, without the prior written consent of Placement AgentPNCPS, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions Indemnification Provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company Indemnitors, on the one hand, and PNCPS, on the other hand, shall contribute to the Losses Liabilities and Expenses to which any Indemnified Party the indemnified persons may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliatesIndemnitors, on the one hand, and the Indemnified PartyPNCPS, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the CompanyIndemnitors, on the one hand, and the Indemnified Party, PNCPS on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentationLiabilities and Expenses. The Indemnitors agree for purposes of this paragraph that the relative benefits received to the Indemnitors and PNCPS of any contemplated Offering (whether or anticipated to be receivednot consummated) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal in the same proportion as the total value paid or issued or contemplated to be paid or issued to or by the aggregate consideration payable Indemnitors or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent their security holders in connection with such transaction Offering bears to the fees paid or transactionspayable to PNCPS under the Agreement. Notwithstanding the foregoing, in no event PNCPS shall the not be obligated to contribute any amount contributed by all Indemnified Parties exceed pursuant to this paragraph that exceeds the amount of fees previously received by Placement Agent PNCPS pursuant to the Agreement. Neither termination nor completion Prime Number Capital 10 Xxxxxx Xxxxx Xxx Xxxx, XX 00000 (347) 329-1575 ixxx@xxxxx.xxx Prime Capital Acquisition I Corp. 1000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, XX Attention: Mr. Dxxxxxxx Xxxx, Mr. Wxxxxxxx (Jxxx) Cxxxxx Date: Jan. 31st, 2023 Re: SUPPLEMENTAL AGREEMENT TO ENGAGEMENT LETTER of Oct. 25th, 2022 Dear Sxx, Reference is hereby made to that the Engagement Agreement (the “Agreement”), dated Oct. 25th, 2022, by and between Prime Number Capital, LLC (“PNCPS”) and Prime Number Acquisition I Corp (the “Company”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, PNCPS and the Company desire to supplement the clauses of Compensation of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in reach agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: DirectorSupplement as follows :

Indemnification Provisions. Capitalized terms tenns used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Placement Agent Maxim and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, . judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitationlimitation , the reasonable costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"''), directly or indirectly, caused by, ·relating to, based uponupon , arising out of, or in connection with, Placement AgentMaxim's acting for the Company, including, without limitationlimitation , any act or omission by Placement Agent Maxim in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent Maxim to which these indemnification provisions are attached and form a partpart (the "Agreement") , any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), Agreement; or the enforcement by Placement Agent Maxim of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence negligence, bad faith or willful misconduct of the Indemnified Party seeking indemnification ion hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent Maxim by the Company or for any other reasonCompany, except to the extent that any such liability is found in a final formal judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified PartyParty 's gross negligence negligence, bad faith or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement AgentMaxim, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, liability which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commencedcommenced , as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; providedprovided , however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunder, except to the extent that the Company shall have been prejudiced by such failure . An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the reasonable fees, expenses and disbursements of such counsel shall be borne by the Indemnified Party unless: (i) the Company has failed promptly to assume the defense and employ counsel or (ii) the named parties to any such action, suit, proceeding or investigation include such Indemnified Party and the Company, and such Indemnified Party shall have been advised in the reasonable opinion of counsel that there is an actual conflict of interest that prevents the counsel selected by the Company from representing both the Company (or another client of such counsel) and any such Indemnified Party; provided that the Company shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel for all Indemnified Persons in connection with any action, suit, proceeding or investigation, in addition to any local counsel. Any The Indemnified Parties agree that they will permit the Company to assume the defense and control the settlement of such counsel shallaction, suit, proceeding or investigation, if they can reach an acceptable agreement as Members FINRA & SIPC 000 Xxxxxxxxx Xxx.• Xxx Xxxx, XX 00000 • tel (000) 000-0000 • (000) 000-0000 • fax (000) 000-0000 •xxx.xxxxxxxx.xxx New York, NY • Woodbury, NY • Xxxx Xxxxx, XX • Xxx Xxxxxxxxx, XX • Red Bank, NJ COPsync, Inc. October 2014 to the extent consistent with its professional responsibilities, cooperate with the Company procedure and any counsel designated by the Companyprocess. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's prior written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement AgentMaxim, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it its stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees compensation actually received by Placement Agent Maxim in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously compensation received by Placement Agent Maxim pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New YorkXxx.• Xxx Xxxx, NY 10174 * Tel XX 00000 • tel (000) 000-0000 * • (000) 000-0000 * • fax (000) 000-0000 * www xxxxxxxx.xxx •xxx.xxxxxxxx.xxx New York, NY * Long Island. • Woodbury, NY * • Xxxx Xxxxx, XX • Xxx Xxxxxxxxx, XX • Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: DirectorNJ

Indemnification Provisions. Capitalized terms used in this Exhibit shall have Microphase Corporation. (the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company “Company”) agrees to indemnify and hold harmless Placement Agent Spartan Capital Securities, LLC (the “Selling Agent”) and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, and reasonable costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all reasonable legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the reasonable costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "“Losses"”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement the Selling Agent's ’s acting for the Company, including, without limitation, any act or omission by Placement the Selling Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Non-Exclusive Selling Agent Agreement between the Company and Placement the Selling Agent to which these indemnification provisions are attached and form a partpart (the “Agreement”), any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement the Selling Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the an Indemnified Party seeking indemnification hereunderParty. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement the Selling Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's ’s gross negligence or willful misconduct. These Indemnification Provisions indemnification provisions shall extend to the following persons (collectively, the "“Indemnified Parties"”): Placement the Selling Agent, its present and former affiliated entities, managers, members, officerspartners, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, liability which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunderhereunder unless the Company is prejudiced by such failure. An Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the reasonable fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's ’s written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement the Selling Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties against whom it has made a claim of an unconditional release from all liability in respect of such claim, and (ii) does not contain any untrue factual or legal admission by or with respect to an Indemnified Party or an untrue adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliatesCompany, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to indemnification or contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it its stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement the Selling Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement the Selling Agent pursuant to the Agreement. Neither termination nor completion of the Agreement engagement of the Selling Agent referred to above shall affect these Indemnification Provisions indemnification provisions which shall remain operative and in full force and effect. The Indemnification Provisions indemnification provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Director.

Indemnification Provisions. Capitalized terms used in this Exhibit herein shall have the meanings ascribed to such terms set forth in the Agreement commitment letter, dated July 7, 2009 (the “Commitment Letter”) addressed to which this Exhibit is attachedSymphony Technology Group (the “Indemnifying Party”) from Xxxxx Fargo Foothill, LLC (“WFF”) and CapitalSource Bank (“CapSource”). The Company To the fullest extent permitted by applicable law, Indemnifying Party agrees to indemnify that it will indemnify, defend, and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) Persons from and against (i) any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and (ii) any and all actions, suits, proceedings and investigations in respect thereof thereof, and (iii) any and all legal and or other costs, expenses and or disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing preparing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any of the Indemnified Party Persons is a party)) (collectivelyand including, "Losses"without limitation, any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, resulting from any negligent act or omission of any of the Indemnified Persons), directly or indirectly, caused by, relating to, based upon, arising out of, of or in connection withwith (a) the Transaction, Placement Agent's acting for (b) the Commitment Letter or the Facility, or (c) any untrue statement or alleged untrue statement of a material fact contained in, or omissions or alleged omissions in, information furnished by Indemnifying Party or Company, includingor any of their subsidiaries or affiliates, without limitation, or any act or omission by Placement Agent other person in connection with its acceptance of the Transaction or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent Commitment Letter, provided, however, such indemnity agreement shall not apply to which these indemnification provisions are attached and form a part, any breach by the Company portion of any representationsuch loss, warrantyclaim, covenant damage, obligation, penalty, judgment, award, liability, cost, expense or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except disbursement to the extent that any such Losses are it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconductPersons. These Indemnification Provisions shall extend to the following persons (collectively, the "Indemnified Parties"): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, liability which the Company any Indemnifying Party may otherwise have to any the Indemnified PartyPersons. If any action, suit, proceeding or investigation is commenced, as to which an any of the Indemnified Party Persons proposes to demand indemnification, it shall notify the Company Indemnifying Parties with reasonable promptness; , provided, however, that any failure by an any of the Indemnified Persons to so notify any Indemnifying Party to notify the Company shall not relieve the Company any Indemnifying Party from its obligations hereunder. An WFF, on behalf of WFF and its Indemnified Party Persons, shall have the right to retain counsel of its own choice to represent itWFF and its Indemnified Persons. CapSource, on behalf of CapSource and its Indemnified Persons, shall have the right to retain counsel of its choice to represent CapSource and its Indemnified Persons. Each Indemnifying Party shall pay the fees, expenses and disbursements of such counsel shall be borne by the Company. Any counsel, and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company Indemnifying Party and any counsel designated by the CompanyIndemnifying Parties. The Company Each Indemnifying Party shall be liable for any settlement of any claim against any of the Indemnified Party Persons made with the Company's its written consent, which consent shall not be unreasonably withheld. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without Without the prior written consent of Placement AgentWFF, none of WFF’s Indemnifying Parties shall settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof. Without the prior written consent of CapSource, unless such settlementnone of CapSource’s Indemnifying Parties shall settle or compromise any claim, compromise permit a default or consent (i) includes, as an unconditional term thereof, to the giving by the claimant to all entry of the Indemnified Parties of an unconditional release from all liability any judgment in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Partythereof. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions Indemnification Provisions is made but it is found in by a final judgment by of a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide provided for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliateseach Indemnifying Party, on the one hand, and the Indemnified PartyPersons, on the other hand, shall contribute to the losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and (ii) if (and only if) disbursements to which the allocation provided Indemnified Persons may be subject in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only accordance with the relative benefits, but also the relative fault of the Companybenefits received by each Indemnifying Party, on the one hand, and the Indemnified Persons, on the other hand, and also the relative fault of the Indemnifying Party, on the one hand, and the Indemnified Persons collectively and in the aggregate, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements and the relevant equitable considerationsconsiderations shall also be considered. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any other person who is not also found liable for such fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event none of the Indemnified Persons shall the be obligated to contribute any amount contributed by all Indemnified Parties exceed hereunder that exceeds the amount of fees previously received by Placement Agent such Indemnified Person pursuant to the AgreementCommitment Letter. Neither expiration or termination nor completion of either or both of the Agreement Lenders’ commitments under the Commitment Letter nor funding or repayment of the loans under the Facilities shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The All obligations and liabilities of the Indemnifying Parties under these Indemnification Provisions shall be binding upon the Company in all respects joint and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Directorseveral.

Indemnification Provisions. Capitalized terms used in this Exhibit shall have the meanings ascribed to such terms in the Agreement to which this Exhibit is attached. The Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "Losses"), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in In connection with the engagement of Placement Agent Xxxxxx & Xxxxxxx, LLC ("R&R") by Mechanical Technology Incorporated (the "Company") pursuant to a letter agreement dated December 15, 2006, between the Company or for any other reasonand R&R, except as it may be amended from time to time in writing (the "Agreement"), the Company and R&R hereby agree as follows: To the extent that any such liability is found in a final judgment permitted by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectivelylaw, the "Indemnified Parties"): Placement AgentCompany will indemnify R&R and its affiliates, its present and former affiliated entitiesstockholders, managers, membersdirectors, officers, employees, legal counsel, agents employees and controlling persons (within the meaning of Section 15 of the federal securities lawsSecurities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), insofar as such loss, claim, damage, expense or liability arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus Supplement or Time of Sale Prospectus, each as amended or supplemented, if applicable, or arises out of or is based upon any untrue statement or omission or alleged omission to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except insofar as any such loss, claim, damage, expense or liability (a) arises primarily out of or is based primarily upon any untrue statement or omission or alleged untrue statement or omission of a material fact contained in or omitted from and in conformity with information furnished in writing by or on behalf of the Placement Agent to the Company expressly for use therein, or (b) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from R&R's willful misconduct or gross negligence in performing the services described herein. The Placement Agent agrees to indemnify the Company, its directors and officers and any controlling persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable cost of investigation) which the Company or any such party may incur under the Securities Act of 1933, the Securities Exchange Act of 1934 or otherwise, insofar as such loss, claim, damage, expense or liability is arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in information furnished in writing by or on behalf of the Placement Agent to the Company expressly for use in the Registration Statement, Prospectus Supplement or Time of Sale Prospectus or arises out of or is based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in connection with such information. The Placement Agent's liability hereunder shall be limited to a maximum amount equal to any fees it actually receives pursuant to this Agreement. Promptly after receipt by any person in respect of which indemnity may be sought pursuant to either section 1 or 2 above (the "Indemnified Party") of notice of any claim or the commencement of any action or proceeding with respect to which the Indemnified Party is entitled to indemnity hereunder, the Indemnified Party will notify the person against whom such indemnity may be sought (the "Indemnifying Party") in writing of such claim or of the commencement of such action or proceeding, and the officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents Indemnifying Party will assume the defense of such action or proceeding and controlling persons of any of them. These indemnification provisions shall be in addition will employ counsel reasonably satisfactory to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnificationand will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party will be entitled to notify employ counsel separate from counsel for the Company shall not relieve Indemnifying Party and from any other party in such action if counsel for the Company from its obligations hereunder. An Indemnified Party shall have reasonably determines that it would be inappropriate under the right to retain applicable rules of professional responsibility for the same counsel of its own choice to represent itboth parties. In such event, and the fees, expenses reasonable fees and disbursements of no more than one such separate counsel shall will be borne paid by the Company. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the CompanyIndemnifying Party. The Company shall be liable for Indemnifying Party will have the exclusive right to settle the claim or proceeding provided that the Indemnifying Party will not settle any settlement of any claim against any Indemnified Party made with the Company's written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New Yorksuch claim, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, action or proceeding without the prior written consent of Placement Agentthe Indemnified Party, settle or compromise any claim, or permit a default or consent which will not be unreasonably withheld. Subject to the entry of limitations set forth herein, if for any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, reason the giving by foregoing indemnity is unavailable to the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect insufficient to hold the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such caseharmless, then the Company Indemnifying Party shall contribute to the Losses to which any amount paid or payable by the Indemnified Party may be subject (i) as a result of such losses, claims, damages or liabilities in accordance with such proportion as is appropriate to reflect not only the relative benefits received by the Company and its stockholders, subsidiaries and affiliates, on the one hand, hand and the Indemnified Party, R&R on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefitsother, but also the relative fault of the Company, Company on the one hand, hand and the Indemnified Party, R&R on the other hand, in connection with the statements, acts or omissions which that resulted in such Losses losses, claims, damages or liabilities, as well as any relevant equitable considerations. No person found liable for The amounts paid or payable by a fraudulent misrepresentation shall be entitled party in respect of losses, claims, damages and liabilities referred to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholders, subsidiaries and affiliates above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, R&R's share of the liability hereunder shall not be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to excess of the amount of fees actually received received, or to be received, by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of R&R under the Agreement shall affect these (excluding any amounts received as reimbursement of expenses incurred by R&R). These Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions effect whether or not the transaction contemplated by the Agreement is completed and shall survive the termination of the Agreement, and shall be binding upon in addition to any liability that the Company might otherwise have to any indemnified party under the Agreement or otherwise. Xxxxxx & Xxxxxxx, LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Executive Officer Accepted and its successors Agreed to as of the date first written above: Mechanical Technology Incorporated By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President, Chief Financial Officer & Secretary Schedule 3(A) Subsidiaries: List of subsidiaries for Mechanical Technology, Incorporated: MTI MicroFuel Cells Inc. (majority-owned subsidiary-92.5%) MTI Instruments, Inc. (wholly-owned subsidiary) Turbonetics Energy Incorporated (wholly-owned subsidiary-inactive) Schedule 3(C)-Conflicts Barring Transaction: See the description on Schedule 3(F) (ii) of the Company's agreement with Xxxxxxxx International Ltd. Schedule 3(D)-Filings, Consents and assigns Approvals: See the description on Schedule 3(F) (ii) of the Company's agreement with Xxxxxxxx International Ltd. Our agreement with Xxxxxxxx also requires the Company to provide Xxxxxxxx with notice of the existence of our discussions with respect to potential Later Issuances (as defined in the agreement with Xxxxxxxx). Mechanical Technology Inc. Schedule 3(F) (i) Capitalization by Legal Entity 12/15/2006 Amount Amount Amount Amount Amount Type of Security Authorized Issued Outstanding Vested Unvested Mechanical Technology Incorporated Common stock $0.01 par value 75,000,000 39,716,358 31,675,622 4,019,926 B 1,551,702 B Treasury stock N/A N/A 8,040,736 - - Restricted Stock A Per equity incentive plan 5,000 5,000 - 5,000 MTI MicroFuel Cells Incorporated Common stock $0.01 par value 43,000,000 23,253,269 23,253,269 17,877 B 18,791 B Preferred stock 1,000,000 - - - - MTI Instruments Incorporated Common stock $0.01 par value 20,000,000 100 100 - - A Issued but unvested restricted stock is included in the common stock issued and outstanding. B Represents employee and director stock options outstanding for each entity as of September 30, 2006. Schedule 3(F) (ii)-Capitalization Restrictions: Mechanical Technology Incorporated's 2004 private placement provided Xxxxxxxx International Ltd with additional investment rights to purchase up to an additional $20 million of our common stock at a price equal to $6.34 per share (subject to adjustment). This price has been reduced to $6.023 per share due to our failure to satisfy the registration requirement, and may be further reduced due to, among other things, continuing failure to satisfy such registration requirement. Unless adjusted due to certain circumstances, this investment right shall inure expire on December 31, 2006. Our agreement with Xxxxxxxx also provides that Xxxxxxxx will receive additional shares of our common stock with respect to shares it already owns, and the exercise price and term relating to unexercised additional investment rights will be adjusted to the benefit of Xxxxxxxx, each upon the Indemnified Parties and their respective successorsoccurrence of certain events or circumstances, assignssome of which are beyond our control, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel including: issuances of our equity securities at a price below $7.048 per share (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at which is the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment price Xxxxxxxx paid in connection with its initial $10 million investment) or issuances of our equity securities at a price below $6.34 per share (which was the agreementoriginal exercise price relating to the additional investment rights); our failure to satisfy certain requirements relating to registering the resale of shares issued or issuable to Xxxxxxxx pursuant to the securities laws; a change in control of our Company; and a restatement of our financial results. This engagement letter In any event, 8,330,411 shares is the maximum number of shares of our common stock we may he executed in ,,be required to issue to Xxxxxxxx, which amount includes the 1,418,842 shares issued on January 29, 2004, the 1,261,829 shares issued on December 22, 2004 and the 66,413 registration penalty shares issued on April 20, 2005. The Company also has outstanding stock options and restricted stock to employees, directors and former employees, which are summarized as of September 30, 2006 on Schedule 3(F) (qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Banking Agreed to and accepted this of January, 2010 China Deyu Agriculture Technology, Ltd. /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Directori).

Indemnification Provisions. Capitalized terms used in this Exhibit Addendum shall have the meanings ascribed to such terms in the Agreement to which this Exhibit Addendum is attached. The In addition to and without limiting any other right or remedy available to the Placement Agent and the Indemnified Parties (as hereinafter defined), the Company agrees to indemnify and hold harmless Placement Agent and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, "“Losses"”), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Placement Agent's ’s acting for the Company, including, without limitation, any act or omission by Placement Agent in connection with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Placement Agent to which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or in any instrument, document or agreement relating thereto, including any agency agreementthe engagement letter between the Placement Agent and the Company, dated October 16, 2017), or the enforcement by Placement Agent of its rights under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of Placement Agent by the Company or for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from such Indemnified Party's ’s gross negligence or willful misconduct. These Indemnification Provisions shall extend to the following persons (collectively, the "“Indemnified Parties"”): Placement Agent, its present and former affiliated entities, managers, members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, partners, stockholdersshareholders, members, managers, employees, legal counsel, agents and controlling persons of any of them. These indemnification provisions shall be in addition to any liability, which the Company may otherwise have to any Indemnified Party. If any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the Company from its obligations hereunderhereunder except to the extent that such failure or delay causes actual material harm to the Company, or materially prejudices its ability to defend such action, suit, proceeding or investigation on behalf of such Indemnified Party. An In case any such action is brought against any Indemnified Party shall have and such Indemnified Party notifies the right Company of the commencement thereof, the Company may elect to retain assume the defense thereof, with counsel of its own choice reasonably satisfactory to represent itsuch Indemnified Party, and an Indemnified Party may employ counsel to participate in the feesdefense of any such action provided, expenses and disbursements that the employment of such counsel shall be borne at the Indemnified Party’s own expense, unless (i) the employment of such counsel has been authorized in writing by the Company, (ii) the Indemnified Party has reasonably concluded (based upon advice of counsel to the Indemnified Party) that there are legal defenses available to the Indemnification Party that are not available to the Company, or that there exists a conflict or potential conflict of interest (based upon advice of counsel to the Indemnified Party) between the Indemnified Party and the Company that makes it impossible or inadvisable for counsel to the Company to conduct the defense of both parties (in which case the Company will not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company has not in fact employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action within a reasonable time after receiving notice of the action, suit or proceeding, in each of which cases the reasonable fees, disbursements and other charges of such counsel will be at the expense of the Company; provided, further, that in no event shall the Company be required to pay fees and expenses for more than one firm of attorneys (and local counsel) representing Indemnified Parties. Any such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company's ’s written consent. The Company Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * xxx.xxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 shall not, without the prior written consent of Placement Agent, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party. In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by the Company and its stockholdersshareholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and it stockholdersits shareholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by Placement Agent in connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of fees previously received by Placement Agent pursuant to the Agreement. Neither termination nor completion of the Agreement shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective successors, assigns, heirs and personal representatives. Members FINRA & SIPC 000 Xxxxxxxxx Xxx. * New York, NY 10174 * Tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * www xxxxxxxx.xxx New York, NY * Long Island. NY * Red Bank, NJ China Deyu Agriculture Technology, Ltd. January , 2010 We are delighted at the prospect of working with you and look forward to a successful offering. If you are in agreement with the foregoing, please execute and return one copy of this agreement to the undersigned, together with a check or wire for $25,000 representing the Retainer payment in connection with the agreement. This engagement letter may he executed in ,,(qtriterparts, electronic mail and by facsimile transmission. Very truly yours, MAXIM GROUP LLC. LLC By: /s/ Cxxxxxxx X. Xxxxxx Xxxxx Name: Cxxxxxxx X. Xxxxxx Xxxxx Title: Sr. Managing Director, Invesment Banking By: /s/ Xxxxxxxx Name: Xxxxxxxx Title: Executive Managing Director, Invesment Investment Banking Agreed to and accepted this of JanuaryATOSSA THERAPEUTICS, 2010 China Deyu Agriculture Technology, Ltd. INC. By: /s/ Xxxxxxxx Xxx Kxxx Xxxx Name: Xxxxxxxx Xxx Kxxx Xxxx Title: DirectorChief Financial Officer