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 $20,000,00050,000,000. 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 $20,000,00010,000,000. 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 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 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. This Offering is being made to “accredited investors” (a) We will seek to assist you to raise capital through a as such term is defined in Regulation A, Tier 2 offering (D promulgated by the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction SEC 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 Offering consists of not less than 833,333 shares of the Offering will depend on market conditionsCompany’s common stock, par value $0.02 per share (the “Common Stock”) and will be subject to negotiation between a maximum of 1,000,000 shares of Common Stock, at a price of not less than $3.30 per share. Subscriber understands that this Subscription Agreement is not binding upon the Issuer, Placement Agent Company unless and the prospective investors. (b) The Issuer expressly acknowledges that: until such time as (i) payment of the Investment Amount is received and accepted by the Company; and (ii) the Company accepts Subscriber’s subscription in writing by transmitting the Closing Notice to the Subscriber (the “Closing Date”). Subscriber acknowledges that the Company reserves the right, in its sole discretion, to accept or reject any Subscription Agreement. Subscriber understands that the Common Stock is being offered and issued by the Company in a transaction exempt from the registration requirements of the Securities Act. Subscriber acknowledges that Subscriber has received, read, understands and is familiar with this Subscription Agreement and the contents of the Company’s SEC Filings, and that the Subscription Documents shall comprise the “Offering Material” for this Offering. Subscriber further acknowledges that Subscriber has not relied upon any information concerning the Offering, written or oral, other than that contained in the Subscription Documents. Subscriber further understands that any other information or literature, regardless of whether distributed prior to, simultaneously with, or subsequent to, the date of this Subscription Agreement shall not be relied upon by Subscriber in determining whether to make an investment in the Common Stock and Subscriber expressly acknowledges, agrees and affirms that Subscriber has not relied upon any such information or literature in making Subscriber’s determination to make an investment in the Common Stock and that Subscriber understands that, except as otherwise provided herein, the Company is under no obligation to (and that Subscriber does not expect it to) update, revise, amend or add to any of the information heretofore furnished to Subscriber. Subscriber acknowledges and agrees that, if required by the NYSE MKT, all shares of Common Stock received by the Subscriber in the Offering will be undertaken an voted in the same proportion as the other shares of Common Stock vote for the proposed merger (and other related actions) of Lexington Technology Group (“Lexington”) into a wholly owned subsidiary of the Company pursuant to which Lexington will become a wholly owned subsidiary of the Company (the “best efforts” basisProposed Merger”). If at any time after the closing of the Proposed Merger or after the termination of the Proposed Merger the Company receives a written request from the holders of least a majority of the shares of Common Stock issued and sold in the Offering that the Company register under the Act the shares of Common Stock issued and sold in the Offering held by such holders, the Company shall file, within 30 days of receipt of such written request, a registration statement under the Act covering all such shares of Common Stock. The registration statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the shares of Common Stock on Form S-3, in which case such registration shall be on another appropriate form for such purpose). The Company shall use its reasonable efforts to cause the registration statement to be declared effective or otherwise to become effective under the Act as soon as reasonably practicable. The Company shall not be obligated (i) to effect more than one registration hereunder or (ii) Placement Agent will not to effect a registration once the shares of Common Stock issued and sold in the Offering may be required sold pursuant to purchase any Securities from Rule 144 under the Issuer, and Act without regard to (iiia) 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 requirement that the Company be in compliance with the current public information requirement, (b) volume restrictions, 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 manner 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 entitysale requirement. (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 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.

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. (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 $20,000,00012,500,000. 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 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 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 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) 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, Blue Sky Registrations 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▇▇▇▇ or the applicable state security regulator in the case of the Blue Sky Registrations. 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 represents and warrants that the Corporation has taken such action as the Corporation has reasonably determined is necessary in order to obtain an exemption for, or to qualify the Offered Shares and the Broker Shares, under applicable securities or the blue sky laws of the states of the United States set forth on Exhibit A hereto (each such state, a “U.S. Registration State”). The Corporation shall promptly notify the Agents of the effectiveness of registration or exemption of each U.S. Registration State as such is obtained (each, a “Blue Sky Registration”). The 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 Blue Sky Registrations and all necessary other materials with the SEC and U.S. Registration States, as applicable. 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. and the effectiveness of the Blue Sky Registrations 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 and the U.S. Registration 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 and in the U.S. Registration States, 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 form due diligence investigations necessary to fulfil its obligations as we reasonably determine. Entoro Reg A Placement Agent Agreement 4agents 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 Marketing 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 $20,000,00075,000,000. 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 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