Common use of The Offering Clause in Contracts

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $20,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (c) During the Term (as defined below), the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $20,000,00075,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an on a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (c) During the Term (as defined below), the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) The sale of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds Offered Shares to the Issuer of up to $20,000,000Purchasers shall be effected in a manner that is in compliance with Securities Laws and upon the terms set out in the Final Prospectus, U.S. Final Prospectus, the Blue Sky Registrations (as defined below), and in this Agreement. The actual terms Agents will use commercially reasonable best efforts to arrange for Purchasers for the Offered Shares in the Qualifying Jurisdictions and amount in those jurisdictions outside of Canada and United States as may be agreed upon by the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent Corporation and the prospective investorsAgents, each acting reasonably, in connection with the Offering. (b) The Issuer expressly acknowledges that: Corporation agrees that the Agents shall have the right to invite one or more investment dealers (i) the Offering will be undertaken an each, a “best efforts” basis, (iiSelling Firm”) Placement Agent will not be required to form a selling group to participate in the soliciting of offers to purchase any Securities from the Issuer, Offered Shares. The Agents have the exclusive right to control all compensation arrangements between the members of the selling group. The Corporation grants all of the rights and (iii) the execution benefits of this Agreement does not constitute a commitment to any Selling Firm so appointed by Placement Agent the Agents and appoints the Agents as trustee of such rights and benefits for such Selling Firms, and the Agents hereby accept such trust and agree to consummate any transaction contemplated hereunder hold such rights and does not ensure a successful Offering or the ability of Placement Agent to secure any financing benefits for and on behalf of the Issuersuch Selling Firms. (c) During The Agents shall ensure that any Selling Firm appointed pursuant to the Term (as defined belowprovisions of subsection 2(b), if any, shall: (i) be compensated by the Issuer Agents from their compensation hereunder; and its affiliates (ii) agree not to engage comply with the covenants and obligations given by the Agents herein. (d) The Corporation represents and warrants to the Agents that the Corporation has prepared and filed the Preliminary Prospectus, U.S. Preliminary Prospectus, and other related documents (including, without limitation, any other broker-dealer Marketing Materials) and has obtained pursuant to the Passport System a receipt or intermediary deemed receipt therefor in each of the Qualifying Provinces and shall not utilize a placement agentacceptance of the U.S. Preliminary Prospectus on E▇▇▇▇. Further, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer the Corporation represents and warrants that the execution, delivery Corporation has prepared and performance filed the Registration Statement in conformity with the requirements of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreementapplicable United States federal securities laws, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that U.S. Preliminary Prospectus and such Soliciting Dealer is entitled amendments and supplements thereto as may have been required to the benefits date of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement Corporation has prepared and will promptly, after the execution and delivery of this Agreement, file the Final Prospectus in each of the Qualifying Provinces, the U.S. Final Prospectus with the SEC, and the U.S. Final Prospectus and all necessary other materials with the SEC. Further, the Corporation will use its best efforts to obtain a receipt under the Passport System for the Final Prospectus and effectiveness of the Registration Statement in the U.S. in order to qualify the Offered Shares and the Broker’s Warrants for distribution in each of the Qualifying Provinces and in the United States, as applicable and until the day on which the distribution of the Offered Shares and the Broker’s Warrants is completed, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Applicable Securities Laws to qualify the distribution of the Offered Shares and the Broker’s Warrants in the Qualifying Provinces and with the SEC, as applicable. (e) The Agents shall, upon the Corporation obtaining a receipt for the Final Prospectus and upon the filing of the U.S. Final Prospectus, deliver one copy of the Final Prospectus and U.S. Final Prospectus (together with any Supplementary Material and materials related to Blue Sky Registrations, if any) to all persons resident in the Qualifying Provinces, the United States, and the U.S. Registration States, as applicable, who are to acquire the Offered Shares. (f) The Corporation has permitted the Agents to review the Final Prospectus and U.S. Final Prospectus and to conduct such due diligence investigations necessary to fulfil its obligations as agents under applicable Securities Laws and in order to enable the Agents to responsibly execute the certificate in the Final Prospectus required to be executed by them. (g) The Corporation and the Agents covenant and agree: (i) not to provide any potential investor of Offered Shares with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Materials are first provided to any potential investor of Offered Shares; (ii) not to provide any potential investor with any materials or information in relation to the Offering or the Corporation other than: (A) such Marketing Materials that have been approved and filed in accordance with this Section 2; (B) the Preliminary Prospectus, the Final Prospectus, the U.S. Preliminary Prospectus, the U.S. Final Prospectus or any Supplementary Material; and (C) any “standard term sheets”, as defined in NI 41-101, approved in writing by the Corporation and the Agents; and (iii) that any Marketing Materials approved and filed in accordance with this Section 2 and any standard term sheets approved in writing by the Corporation and the Agents shall only be provided to potential investors in the Qualifying Jurisdictions where the provision of such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4Marketing Materials or standard term sheets does not contravene Applicable Securities Laws.

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $20,000,00050,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (c) During the Term (as defined below), the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $20,000,00012,500,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Parties mutually agree that Placement Agent’s duties in connection with this Offering shall be limited to the following administrative functions: (i) review of subscription agreements to determine whether all necessary information has been obtained from investors, to determine compliance with the investment limitation requirement, and to perform anti-money laundering checks; (ii) contact of Issuer and/or Issuer’s agents, if needed, to gather additional information or clarification from investors; (iii) advise Issuer as to permitted investment limits for investors pursuant to Regulation A, Tier 2; (iv) provide Issuer with prompt notice of inconsistent, incorrect or otherwise flagged subscriptions; (v) serve as registered agent where required for state blue sky requirements; and (vi) transmit subscription information to Issuer’s transfer agent. Under no circumstances in connection with this Offering will Placement Agent solicit a securities transaction, recommend Issuer’s securities, or provide investment advice to any prospective investor. (c) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (c) During the Term (as defined below), the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $20,000,00075,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an on a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (ca) During the Term (as defined below), Placement Agent will serve Issuer as primary broker-dealer of record for the Offering, performing the following administrative functions on all capital raised: (i) review of subscription agreements to determine whether all necessary information has been obtained from investors, to determine compliance with the investment limitation requirement, and to perform anti-money laundering checks; (ii) contact of Issuer and/or Issuer’s agents, if needed, to gather additional information or clarification from investors; (iii) advise Issuer as to permitted investment limits for investors pursuant to Regulation A, Tier 2; (iv) provide Issuer with prompt notice of inconsistent, incorrect or otherwise flagged subscriptions; (v) serve as registered agent where required for state blue sky requirements; and (vi) transmit subscription information to Issuer’s transfer agent. The Issuer and its affiliates agree not to engage any other FINRA-licensed placement agent or broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source source, unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (dc) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4.

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 II offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer Company of up to $20,000,00012 million. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the IssuerCompany, Placement Agent Digital Offering and the prospective investors. (b) The Issuer Company expressly acknowledges that: (i) the Offering will be undertaken an on a “best efforts” basis, (ii) Placement Agent Digital Offering will not be required to purchase any Securities from the IssuerCompany, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent Digital Offering to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent Digital Offering to secure any financing on behalf of the IssuerCompany. (c) During the Term (as defined below), the Issuer Company and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor other source of financing (whether equity, debt or otherwise (but excluding loans incurred in the ordinary course of the Company’s business from commercial banking institutions without an equity component, which shall be permissible), any investment banking firm, placement agent, financial advisor, intermediary or any other person or entity in connection with an offering of the Company’s Securities or any other financing source unless such engagement is through Placement Agentby the Company. The Issuer Company represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer you or its your affiliates are a party or to which Issuer you or its your affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow reallocate all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreementAgreement (excluding any right to receive any Placement Fee or other consideration), including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreementAgreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the IssuerCompany, the Issuer Company will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this AgreementDigital Offering. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4.

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 II offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer Company of up to $20,000,00010 million. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the IssuerCompany, Placement Agent Digital Offering and the prospective investors. (b) The Issuer Company expressly acknowledges that: (i) the Offering will be undertaken an a “best efforts” basis, (ii) Placement Agent Digital Offering will not be required to purchase any Securities from the IssuerCompany, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent Digital Offering to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent Digital Offering to secure any financing on behalf of the IssuerCompany. 11▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ WEBSITE – WW▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (c) During the Term (as defined below), the Issuer Company and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement AgentDigital Offering. The Issuer Company represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer you or its your affiliates are a party or to which Issuer you or its your affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the IssuerCompany, the Issuer Company will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent Digital Offering that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4.

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $20,000,00050,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (c) During the Term (as defined below), the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4.

The Offering. (a) We will seek to assist act as your broker dealer of record and perform administrative and technology related functions which will allow you to raise capital through a Regulation A, Tier 2 II offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer Company of up to $20,000,00025.0 million. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the IssuerCompany, Placement Agent Digital Offering and the prospective investors. (b) The Issuer Company expressly acknowledges that: (i) the Offering will be undertaken an on a “best efforts” basis, (ii) Placement Agent Digital Offering will not be required to purchase any Securities from the IssuerCompany, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent Digital Offering to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent Digital Offering to secure any financing on behalf of the IssuerCompany. (c) During the Term (as defined below), the Issuer Company and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor other investment banking firm, placement agent, financial advisor, intermediary or any other financing source unless such engagement is through Placement Agentperson or entity in connection with the Offering. The Issuer Company represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer you or its your affiliates are a party or to which Issuer you or its your affiliates are bound with any other person or entity. (d) You acknowledge . For the avoidance of doubt, the Company is not prohibited from entering into agreements with other investment banking firms, placement agents, financial advisors or other intermediaries in connection with securities offerings that we may ask occur during the term other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for than the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4.

The Offering. Pursuant to a Registration Statement on Form S-1, hereinafter described, the Company intends to distribute to the holders of record (athe "Current Shareholders") We of the Company's common stock, $0.01 par value per share (the "Common Stock"), as of March 26, 1997 (the "Record Date"), subscription rights (the "Subscription Rights") to subscribe for and purchase up to an aggregate of 2,701,619 Shares of Common Stock of the Company ("Shares") at a subscription price of $___ per share ("Subscription Price"). Each Current Shareholder will seek receive a non-transferable right to assist you subscribe for and purchase one additional share of Common Stock for each whole share of Common Stock owned on the Record Date. Such offering of Subscription Rights to raise capital Current Shareholders is referred to as the "Rights Offering" and shall be deemed to commence upon the date of the first general mailing of the prospectus, as hereinafter defined ("Commencement Date"). Upon completion of the Rights Offering, the Company will offer shares not subscribed for in the Rights Offering to members of the general public (the "Community Offering") to whom a copy of the prospectus (as hereinafter defined) is delivered and through participating registered broker-dealers in a Regulation A, Tier 2 concurrent syndicated community offering (the “"Syndicated Community Offering”"). The Rights Offering, the Community Offering and the Syndicated Community Offering, together, are collectively referred to as the "Offering." The Company has filed with the Securities and Exchange Commission ("Commission") a registration statement on Form S-1 (File No. 333-___________), including exhibits ("Registration Statement"), containing a prospectus relating ▇▇ ▇▇e O▇▇▇▇▇ng, for the registration of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction Shares under Regulation A of the Securities Act of 19331933 ("1933 Act"), and has filed such amendments and supplements thereto, if any, and such amended prospectuses and supplemented prospectuses as may have been required to the date hereof. The prospectus, as amended (amended, on file with the “Securities Act”). We expect Commission at the time the Registration Statement initially becomes effective is hereinafter called the "Prospectus," except that if any prospectus is filed by the Offering will result in gross proceeds Company pursuant to the Issuer of up to $20,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (bRule 424(b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (c) During of the Term rules and regulations of the Commission under the 1933 Act (as defined below)"1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially becomes effective, the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and term "Prospectus" shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled refer to the benefits of this agreement, including prospectus filed pursuant to Rule 424(b) or (c) from and after the indemnification rights provided for herein. Unless otherwise agreed to by time said prospectus is filed with the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4Commission.

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $20,000,000$50,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (c) During the Term (as defined below), the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4.

The Offering. (a) We will seek Each purchaser of Offered Units pursuant to the Offering resident in a Qualifying Jurisdiction shall purchase the Offered Units pursuant to the Final Prospectus. The Company hereby agrees to comply with all applicable Canadian Securities Laws of the Qualifying Jurisdictions on a timely basis in connection with the distribution of the Offered Units to enable the Units and the Over-Allotment Units, if applicable, to be lawfully distributed in the Qualifying Jurisdictions in accordance with Canadian Securities Laws through the Underwriters or any other investment dealers or brokers registered as such in the Qualifying Jurisdictions and acting in compliance with Canadian Securities Laws applicable to them and terms of their respective registrations. The Underwriters agree to assist you the Company in all reasonable respects to raise capital through a Regulation A, Tier 2 offering (secure compliance with all regulatory requirements in connection with the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $20,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Issuer expressly acknowledges thatCompany understands that although this Agreement is presented on behalf of the Underwriters as purchasers, the Underwriters may arrange for substituted purchasers (the “Substituted Purchasers”) for the Offered Units; and in connection with private placements of the Offered Units in the United States only in accordance with the U.S. Securities Laws, the provisions of this Agreement and, without limiting the foregoing, specifically Schedule “A” of this Agreement. It is further understood that the Underwriters agree to purchase or cause to be purchased the Units, and if the Over-Allotment Option is exercised, the Over- Allotment Units being issued by the Company and that this commitment is not subject to the Underwriters being able to arrange Substituted Purchasers. Each Substituted Purchaser shall purchase Offered Units at the Issue Price, and to the extent that Substituted Purchasers purchase Offered Units, the obligations of the Underwriters to do so will be reduced by the number of Offered Units purchased by the Substituted Purchasers from the Company (but shall not relieve the Underwriters from paying to the Company the Issue Price per Offered Unit purchased by such Substituted Purchasers). Any reference in this Agreement hereafter to “purchasers” shall be taken to be a reference to the Underwriters, as the initial committed purchasers, and to the Substituted Purchasers, if any. Notwithstanding the foregoing all Offered Units sold pursuant to Rule 144A shall first be purchased by the Underwriters, acting as principal, and resold in transactions in accordance with Rule 144A. (c) The Company agrees that the Underwriters shall, at their own expense, have the right to appoint one or more registered investment dealers (each, a “Selling Firm”) to form a selling group to participate in the soliciting of offers to purchase the Offered Units. The Underwriters have the exclusive right to control all compensation arrangements between the members of the selling group, provided that such compensation shall be payable by, and the sole responsibility of, the Underwriters. The Underwriters shall ensure that any Selling Firm appointed pursuant to the provisions of this subsection 1(c) or with whom the Underwriters have a contractual relationship with respect to the Offering, if any, agrees with the Underwriters to comply with the covenants and obligations given by the Underwriters herein or to which the Underwriters are subject.‌ (d) The Company represents and warrants to, and covenants and agrees with, the Underwriters that the Company has prepared and will promptly, after the execution and delivery of this Agreement, file with the Canadian Securities Regulators the Preliminary Prospectus and other related documents relating to the proposed distribution in the Qualifying Jurisdictions of the Offered Units in accordance with the Canadian Securities Laws and the Company shall use its reasonable efforts to obtain a receipt for the Preliminary Prospectus from the Principal Regulator on its own behalf and on behalf of the other Canadian Securities Regulators pursuant to the Passport System and NP 11-202 on the date of such filing, and in any event shall obtain such receipt by no later than 4:00 p.m. (Toronto time) on April 18, 2019; (e) The Company shall use its reasonable efforts to promptly resolve all comments received of, or deficiencies raised by, the Canadian Securities Regulators with respect to the Preliminary Prospectus as soon as possible after receipt of such comments. The Company shall have prepared and filed the Final Prospectus and other related documents relating to the proposed distribution of the Offered Units in the Qualifying Jurisdictions in accordance with the Canadian Securities Laws and the Company shall obtain a receipt for the Final Prospectus from the Principal Regulator on its own behalf and on behalf of the other Canadian Securities Regulators pursuant to the Passport System and NP 11-202 by 4:00 pm (Toronto time) on May 8, 2019 (or such other time and/or later date as the Company and Eight Capital (on behalf of the Underwriters) may mutually agree). (f) Until the earlier of the date on which: (i) the Offering will be undertaken an a “best efforts” basis, distribution of the Offered Units is completed; or (ii) Placement Agent the Underwriters have exercised their termination rights pursuant to Section 10, the Company will not promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under the Canadian Securities Laws to purchase continue to qualify the distribution of the Offered Units or, in the event that the Offered Units have, for any Securities reason, ceased so to qualify, to so qualify again the Offered Units, as applicable, for distribution in the Qualifying Jurisdictions. The Underwriters shall, upon the Company obtaining a receipt for the Final Prospectus from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of each of the IssuerCanadian Securities Regulators, and upon receiving sufficient copies of the Final Prospectus from the Company in accordance with subsection 3(d)(ii), deliver one copy of the Final Prospectus (together with any amendments thereto) to all persons resident in the Qualifying Jurisdictions who are to acquire the Offered Units. (cg) During Prior to the Term (as defined below)filing of the Preliminary Prospectus, the Issuer filing of the Final Prospectus and its affiliates agree not the Closing, the Company shall have permitted the Underwriters to engage any other broker-dealer or intermediary review each of the Preliminary Prospectus and the Final Prospectus and shall not utilize a placement agent, broker-dealer or other intermediary allow the Underwriters to solicit, negotiate with or enter into conduct any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents due diligence investigations which they reasonably require in order to fulfil their obligations as underwriters under applicable Canadian Securities Laws to enable the Underwriters to responsibly execute the certificate in the Preliminary Prospectus and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding Final Prospectus required to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entitybe executed by them. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $20,000,00075,000,000 per annum. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (c) During the Term (as defined below), Placement Agent will serve Issuer as primary broker-dealer of record for the Offering, performing the following administrative functions on all capital raised: (i) review of subscription agreements to determine whether all necessary information has been obtained from investors, to determine compliance with the investment limitation requirement, and to perform anti-money laundering checks; (ii) contact of Issuer and/or Issuer’s agents, if needed, to gather additional information or clarification from investors; (iii) advise Issuer as to permitted investment limits for investors pursuant to Regulation A, Tier 2; (iv) provide Issuer with prompt notice of inconsistent, incorrect or otherwise flagged subscriptions; (v) serve as registered agent where required for state blue sky requirements; and (vi) transmit subscription information to Issuer’s transfer agent. The Issuer and its affiliates agree not to engage any other FINRA-licensed placement agent or broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source source, unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4.

The Offering. (a) The actual price per share of the ordinary shares that the selling shareholder will offer pursuant hereto will depend on a number of factors that may be relevant as of the time of offer. See “Plan of Distribution.” Issuer NANO-X IMAGING LTD Selling Shareholder The selling shareholder may sell from time to time pursuant to this prospectus up to 4,869,909 of our ordinary shares, which is comprised of up to 2,262,443 ordinary shares issuable upon exercise of the SK Warrant and 2,607,466 ordinary shares held by the selling shareholder. See “Selling Shareholder.” Securities Offered We may offer from time to time up to an aggregate of $150,000,000 of our ordinary shares, warrants and debt securities. The selling shareholder may offer from time to time up to an aggregate 4,869,909 of our ordinary shares. Use of Proceeds We intend to use the net proceeds from the sale of any securities offered by us under this prospectus for funding our research and development, manufacturing activities and for general corporate purposes unless otherwise indicated in the applicable prospectus supplement. We will seek not receive any of the proceeds from the sale or other disposition of the ordinary shares offered by the selling shareholder pursuant to assist you this prospectus. See “Use of Proceeds.” Registration of the Ordinary Shares We agreed to raise capital through a Regulation Aregister the ordinary shares for resale under the Securities Act pursuant to the Registration Rights Agreement, Tier 2 offering among the Company and the investors party thereto (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities ActRegistration Rights Agreement”). We expect that Under the Offering will result in gross proceeds to the Issuer of up to $20,000,000. The actual terms and amount of the Offering will depend on market conditionsRegistration Rights Agreement, and will be subject to negotiation between when the Issuer, Placement Agent and the prospective investors. (b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an Company effects a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (c) During the Term Piggyback Registration (as defined belowin the Registration Rights Agreement), we are required to register for resale the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless number of Registrable Securities (as defined in the Registration Rights Agreement) requested for inclusion in such engagement is through Placement Agentregistration statement. The Issuer represents and warrants that Listing Our ordinary shares are listed on the execution, delivery and performance of this Agreement does not violate Nasdaq under the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entitysymbol “NNOX. (d) ” Risk Factors You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow should consider carefully all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for information that is contained or incorporated by reference in this Agreement. The Soliciting Dealer Agreement shall be prospectus and, in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4particular, you should evaluate the risks described under “Risk Factors.”

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $20,000,00010,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an on a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (c) During the Term (as defined below), the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4.

The Offering. (a) We will seek The Corporation hereby agrees to assist you to raise capital through secure compliance with all Applicable Laws on a Regulation Atimely basis in connection with the distribution or sale, Tier 2 offering (the “Offering”) as applicable, of the Offered Shares. The Corporation will execute and file with the Securities Regulators all forms, notices and certificates relating to accredited the Offering required to be filed pursuant to the Applicable Laws in the Selling Jurisdictions in the time required by Applicable Laws in the Selling Jurisdictions. (b) The Corporation hereby appoints the Agents to act as agent and non-accredited investors (financial advisor to the “Investors”) Corporation and grants the Agents the right to form and manage a syndicate of investment dealers, including a U.S. Placement Agent, to offer and sell the Offered Shares on a "commercially reasonable efforts" private placement basis, without underwriter liability, and the Agents hereby accept such appointment. Notwithstanding anything to the contrary contained herein or any oral representations or assurances previously or subsequently made by the parties hereto, this Agreement does not constitute a commitment by, or legally binding obligation of, the Agents or any of their affiliates to act as underwriters, initial purchasers, arrangers, and/or placement agents in an exempt transaction under Regulation A connection with any offering or sale of securities in the capital of the Corporation by the Corporation, including the Offered Shares, or to provide or arrange any financing, other than the appointment as agent in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein. (c) The Corporation understands that the Agents will have the right to and will use commercially reasonable efforts to arrange for the Offered Shares to be purchased by the Purchasers in the Selling Jurisdictions on a private placement basis in compliance with the Applicable Laws such that the offer and sale of the Offered Shares does not obligate the Corporation to file a prospectus, registration statement or similar document. (d) In order to comply with applicable U.S. securities laws, any press release announcing or otherwise concerning the Offering will include an appropriate notation on each page substantially as follows: "Not for distribution to United States Newswire Services or for dissemination in the United States". In addition, any such press release will contain substantially the following disclaimer: "This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “"U.S. Securities Act") or any state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. “U.S. persons” and “United States” are as defined in Regulation S under the U.S. Securities Act.”). We expect that the Offering will result in gross proceeds to the Issuer of up to $20,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (be) The Issuer expressly acknowledges thatNeither the Corporation nor the Agents and each of their respective representatives (including any Selling Firms, if applicable) will: (i) provide to any prospective purchasers of Offered Shares any document or other material that would constitute an offering memorandum within the Offering will be undertaken an a “best efforts” basis, meaning of Applicable Laws; or (ii) Placement Agent will not be required to purchase engage in any Securities from form of general solicitation or general advertising in connection with the Issuer, offer and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf sale of the Issuer. (c) During the Term (as defined below)Offered Shares, the Issuer and its affiliates agree not to engage including any other broker-dealer or intermediary and shall not utilize a placement agentadvertisement, broker-dealer article, notice or other intermediary to solicitcommunication published in any newspaper, negotiate with magazine, printed public media, printed media or enter into any agreement with any investor similar media, or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the executionbroadcast over radio, delivery and performance of this Agreement does not violate the terms of any agreement television or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreementtelecommunications, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled electronic display, or any seminar or meeting relating to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess offer and sale of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4Offered Shares whose attendees have been invited by general solicitation or advertising.

The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $20,000,00025,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an on a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer. (c) During the Term (as defined below), the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4

The Offering. The Company also agrees that the Placement Agent shall not have any liability (awhether direct or indirect, in contract or tort or otherwise) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) Company for or in connection with the engagement of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933Placement Agent, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $20,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Issuer expressly acknowledges that: (i) except as provided below with respect to the Offering will be undertaken an a “best efforts” basis, Placement Agent's obligations to indemnify to the Company; and (ii) where such loss has been judicially determined to be solely due to the Placement Agent's gross negligence or willful misconduct. These indemnification provisions shall be in addition to any liability which the Company may otherwise have to the Placement Agent will not be required or the persons indemnified below in this sentence and shall extend to purchase any Securities from the Issuerfollowing: the Placement Agent, its affiliated entities, partners, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, employees, legal counsel, agents and controlling persons of any of them. All references to the Placement Agent in these indemnification provisions shall be understood to include any and all of the foregoing. If any action, suit, proceeding or investigation is commenced, as to which the Placement Agent proposes to demand indemnification, it shall notify the Company with reasonable promptness (iii) provided, however, that any failure by the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder notify the Company shall not relieve the Company from its obligations hereunder), and does not ensure a successful Offering the Company shall have the right to assume the defense of such action. The Placement Agent shall have the right to retain counsel of its own choice to represent it, but the fees and expenses of such counsel shall be at its expense unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action or the ability of Company shall not have promptly employed counsel reasonably satisfactory to the Placement Agent to secure any financing on behalf have charge of the Issuer. defense of such action or the Placement Agent shall have reasonably concluded that there may be one or more legal defenses available to it which are different from or additional to those available to the Company, in any of which events such fees and expenses shall be borne by the Company. Any such counsel of the Placement Agent shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (cin addition to any local counsel) During separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the Term (same jurisdiction arising out of the same general allegations or circumstances. The Company shall not, without the prior written consent of the 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 includes, as defined below)a unconditional term thereof, the Issuer and its affiliates agree not giving by the claimant to engage any other broker-dealer or intermediary and the Placement Agent of an unconditional release from all liability in respect of such claim. Anything in this Section 13 to the contrary notwithstanding, an indemnifying party shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into be liable for any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms settlement of any agreement claim or understanding to which Issuer or action effected without its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity. (d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealerwritten consent; provided however, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will consent was not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4unreasonably withheld.

The Offering. (a) We will seek Issuer LXP Industrial Trust, a Maryland real estate investment trust. Shares to assist you be offered from time to raise capital through a Regulation Atime Shares of beneficial interest classified as common stock, Tier 2 par value $0.0001 per share, and referred to as common shares, with an aggregate offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer price of up to $20,000,000350,000,000 from the date of this prospectus. The actual terms Manner of offering “At-the-market” offering that may be made from time to time through ▇▇▇▇▇▇▇▇▇, KeyBanc, Regions, BofA, Mizuho and amount Evercore as Sales Agents or as principals, and if we enter into a forward sale agreement, the Forward Sellers may offer and sell borrowed common shares using commercially reasonable efforts. If we enter into a forward sale agreement, we will not initially receive any proceeds from any sale of borrowed common shares by a Forward Seller. See “Plan of Distribution” on page S-10 of this prospectus supplement. Use of proceeds We intend to use the net proceeds of this offering for general corporate purposes, including, without limitation, unspecified future acquisitions and to repay amounts outstanding on our unsecured credit facility, as the same may be amended, modified or replaced from time to time. One or more affiliates of KeyBanc, Regions, BofA, and Mizuho are lenders under our unsecured credit facility and as such may receive a portion of the Offering proceeds from this offering. See “Use of Proceeds” on page S-9 and “Other Relationships” on page S-14 of this prospectus supplement. In addition, if we enter into a forward sale agreement with any Forward Purchaser, the Sales Agent acting as the Forward Seller will depend on market conditionsuse commercially reasonable efforts, consistent with its normal sales and trading practices for similar transactions and applicable laws and regulations, to borrow from third parties and sell our common shares to hedge such Forward Purchaser’s exposure under such forward sale agreement. All of the net proceeds from the sale of any such borrowed common shares will be subject paid to negotiation between the Issuer, Placement Agent and the prospective investors. (b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an a “best efforts” basis, (ii) Placement Agent applicable Forward Purchaser. We will not be required to purchase initially receive any Securities proceeds from the Issuer, sale of borrowed common shares by any Forward Seller in connection with any forward sale agreement as a hedge of such forward sale agreement. See “Use of Proceeds” on page S-9 and (iii) the execution “Other Relationships” on page S-14 of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or prospectus supplement. Accounting Treatment In the ability of Placement Agent to secure any financing on behalf of the Issuer. (c) During the Term (as defined below), the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or event we enter into any forward sale agreement, before any issuance of common shares upon physical settlement of that particular forward sale agreement, such forward sale agreement with any investor will be reflected in our diluted earnings per share calculations using the treasury stock method. Under this method, the number of common shares used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of common shares that we would issue if we elected full physical settlement of such forward sale agreement over the number of common shares that could be purchased by us in the market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the reporting period). Consequently, prior to physical settlement or other financing source unless such engagement net share settlement of a particular forward sale agreement and subject to the occurrence of certain events, we anticipate there will be no dilutive effect on our earnings per share except during periods when the average market price of our common shares is through Placement Agentabove the applicable adjusted forward sale price under that particular forward sale agreement, and subject to adjustment based on a floating interest rate factor equal to a specified daily rate less a spread, and subject to decrease by an amount per share specified in that particular forward sale agreement on each of certain dates specified in that particular forward sale agreement. The Issuer represents and warrants that the executionHowever, if we elect to physically settle or net share settle a particular forward sale agreement, delivery of our common shares on any physical settlement or net share settlement (if any) of such forward sale agreement will result in dilution to our earnings per share and performance return on equity. Risk factors Investing in our common shares involves risks. See “Risk Factors” beginning on page S-6 of this Agreement does not violate prospectus supplement and in the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any section entitled “Risk Factors” in our Annual Report and in our periodic reports and other person or entity. (d) You acknowledge information that we may ask other FINRA and SEC member broker-dealers file from time to participate as soliciting dealers (“Soliciting Dealers”) for time with the OfferingCommission, which are incorporated by reference into this prospectus supplement. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4NYSE symbol LXP

The Offering. (a) We will seek The Corporation hereby agrees to assist you to raise capital through secure compliance with all Applicable Securities Laws on a Regulation A, Tier 2 offering (timely basis in connection with the “Offering”) distribution of the Securities to accredited Debentures and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of Corporation will execute and file with the Securities Act of 1933Commissions all forms, as amended (the “Securities Act”). We expect that notices and certificates relating to the Offering will result in gross proceeds required to be filed pursuant to the Issuer of up to $20,000,000. The actual terms and amount of Applicable Securities Laws in the Offering will depend on market conditions, and will be subject to negotiation between Jurisdictions in the Issuer, Placement Agent and time required by Applicable Securities Laws in the prospective investorsOffering Jurisdictions. (b) The Issuer expressly acknowledges that: (i) Corporation hereby appoints the Offering will be undertaken an Agent as exclusive Agent, to offer and sell the Debentures on a “best efforts” basiscommercially reasonable efforts basis and the Agent hereby accepts such appointment. Notwithstanding anything to the contrary contained herein or any oral representations or assurances previously or subsequently made by the parties hereto, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement by, or legally binding obligation of, the Agent or any of its respective affiliates to consummate act as underwriters, initial purchasers, arrangers, and/or placement Agent in connection with any transaction contemplated hereunder and does not ensure a successful Offering or the ability offering of Placement Agent to secure any financing on behalf securities of the IssuerCorporation, including the Debentures, or to provide or arrange any financing, other than the appointment as Agent in connection with the Offering in accordance with the prior sentence and otherwise on the terms set forth herein. The Agent understands that the Corporation will concurrently issue and sell Debentures to purchasers pursuant to the Non-Brokered Placement. (c) During the Term (as defined below), the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants Corporation understands that the execution, delivery Agent will have the right to and performance will use commercially reasonable efforts to arrange for the Debentures to be purchased by the Subscribers: (i) in the Offering Jurisdictions on a private placement basis in compliance with Applicable Securities Laws such that the offer and sale of this Agreement the Debentures does not violate obligate the terms Corporation to file a prospectus; and (ii) in such other jurisdictions as consented to by the Corporation on a private placement basis in compliance with all Applicable Securities Laws of any agreement such other jurisdictions provided that no prospectus, registration statement or understanding similar document is required to which Issuer be filed in such jurisdiction, no registration or its affiliates are a party or similar requirement would apply with respect to which Issuer or its affiliates are bound with any the Corporation in such other person or entityjurisdictions and the Corporation does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictions. (d) You acknowledge Neither the Corporation nor the Agent will: (i) provide to any prospective purchasers of Debentures any document or other material that we may ask other FINRA would constitute an offering memorandum within the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for sale of the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreementDebentures, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled any advertisement, article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar media, or broadcast over radio, television or telecommunications, including electronic display, or any seminar or meeting relating to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expense reimbursements to any Soliciting Dealers retained by Placement Agent that are in excess offer and sale of the fees and expense reimbursement provided for in this Agreement. The Soliciting Dealer Agreement shall be in such form as we reasonably determine. Entoro Reg A Placement Agent Agreement 4Debentures whose attendees have been invited by general solicitation or advertising.