Common use of Absence of Fiduciary Relationship Clause in Contracts

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (cb) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (dc) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (ec) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fd) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (ge) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.

Absence of Fiduciary Relationship. The CompanyEach of Holdings, having been advised by counsel, the Borrower and the other Loan Parties hereby acknowledges and agrees that: that (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”)Loan Parties and their respective Affiliates, on the one hand, and the Agent Agent, the Joint Lead Arrangers, the Lenders, the Issuing Bank and their respective Affiliates, on the otherother hand, is intended to be or has been created or will be created in respect of any of the transactions contemplated by this AgreementAgreement and the other Loan Documents, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent Agent, the Joint Lead Arrangers, the Lenders and the Issuing Bank, on the one hand, and the Loan Parties, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do any of its affiliates (including directors)the Loan Parties rely on, equity holdersany advisory or fiduciary duty on the part of the Agent, creditorsthe Joint Lead Arrangers, employees the Lenders or agentsthe Issuing Bank, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company it is capable of evaluating and understanding, and in fact has evaluated, understands and accepts accepts, the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; Agreement and the other Loan Documents, (ed) the Company it has been advised that each of the Agent Agent, the Joint Lead Arrangers, the Lenders, the Issuing Bank and the Agent Representatives are their respective Affiliates is engaged in a broad range of transactions which that may involve interests that differ from those the interests of the Company Loan Parties and that none of the Agent and Agent, the Agent Representatives have no Joint Lead Arrangers, the Lenders, the Issuing Bank or their respective Affiliates has any obligation to disclose any such interests and transactions to any of the Company Loan Parties by virtue of any fiduciary, advisory or agency relationship, and (e) none of the Agent, the Joint Lead Arrangers, the Lenders or otherwise; (f) the Company Issuing Bank has been advised that any obligation to the Agent is acting, in Loan Parties or their Affiliates with respect of any Placement and to the transactions contemplated by this Agreementthe Loan Documents, solely for the benefit of except those obligations expressly set forth therein or in any other express writing executed and delivered by the Agent, such Joint Lead Arranger, such Lender or such Issuing Bank, on the one hand, and not such Loan Party or such Affiliate, on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representativesother hand.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Each of the Company and the Operating Partnership acknowledges and agrees that: (a) the a. Agent has been retained is acting solely to act as a sales agent in connection with the sale public offering of the Placement Shares and that in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary, fiduciary or advisory or agency relationship between the Company (including Company, the Operating Partnership or any of the Company’s affiliates their respective affiliates, stockholders (including directorsor other equity holders), equity holders, creditors, creditors or employees or agents, hereafter, “Company Representatives”)any other party, on the one hand, and the Agent Agent, on the otherother hand, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the or not Agent has advised or is advising the Company or the Operating Partnership on other matters matters, and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or has no obligation to the Company or any Company Representative the Operating Partnership with respect to the transactions contemplated by this Agreement except as the obligations expressly set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company b. it is capable of evaluating and understanding, and in fact has evaluated, understands and accepts accepts, the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (e) c. Agent has not provided any legal, accounting, regulatory or tax advice with respect to the Company transactions contemplated by this Agreement and it has been advised consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that the Agent and the Agent Representatives its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Operating Partnership, and that the Agent and the Agent Representatives have has no obligation to disclose any such interests and transactions to the Company it by virtue of any fiduciary, advisory or agency relationship, relationship or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waivee. it waives, to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect connection with the sale of any Placement or any of the transactions contemplated by Shares under this Agreement and agree agrees that the Agent and the Agent Representatives shall not have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives it in respect of such a fiduciary duty claim or to any person asserting any claim of breach of any a fiduciary duty claim on its behalf of or in right of it or the Company or any the Operating Partnership, or employees or creditors of Company or the Operating Partnership, other than in respect of Agent’s obligations under this Agreement and to keep information provided by the Company Representativesand the Operating Partnership to Agent and Agent’s counsel confidential to the extent not otherwise publicly-available. 25.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither of the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (cb) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (dc) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (ec) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fd) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (ge) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Each of the Company and the Operating Partnership acknowledges and agrees that: (a) a. the Agent has been retained is acting solely to act as a sales agent in connection with the sale public offering of the Placement Shares and that in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary, fiduciary or advisory or agency relationship between the Company (including Company, the Operating Partnership or any of the Company’s affiliates their respective affiliates, stockholders (including directorsor other equity holders), equity holders, creditors, creditors or employees or agents, hereafter, “Company Representatives”)any other party, on the one hand, and the Agent Agent, on the otherother hand, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the Agent has advised or is advising the Company or the Operating Partnership on other matters matters, and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or the Forward Purchaser has no obligation to the Company or any Company Representative the Operating Partnership with respect to the transactions contemplated by this Agreement except as the obligations expressly set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company b. it is capable of evaluating and understanding, and in fact has evaluated, understands and accepts accepts, the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (e) c. neither the Company Agent nor the Forward Purchaser has been advised not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that the Agent and the Agent Representatives its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Operating Partnership, and that the Agent and the Agent Representatives Forward Purchaser have no obligation to disclose any such interests and transactions to the Company it by virtue of any fiduciary, advisory or agency relationship, relationship or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waivee. it waives, to the fullest extent permitted by law, any claims that they it may have against the Agent or any of and the Agent Representatives Forward Purchaser for breach of fiduciary duty or alleged breach of fiduciary duty in respect connection with the sale of any Placement or any of the transactions contemplated by Shares under this Agreement and agree agrees that the Agent and the Agent Representatives Forward Purchaser shall not have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives it in respect of such a fiduciary duty claim or to any person asserting any claim of breach of any a fiduciary duty claim on its behalf of or in right of it or the Company or any the Operating Partnership, or employees or creditors of Company or the Operating Partnership, other than in respect of the Company Representatives.Agent’s obligations under this Agreement and to keep information 27

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, agents (hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has Agents have been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent Agents on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has Agents have advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither of the Agent Agents nor any of its their respective affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (cb) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the AgentAgents; (dc) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (ec) the Company has been advised that the Agent Agents and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent Agents and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fd) the Company has been advised that the Agent is Agents are acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the AgentAgents, and not on behalf of the Company; and (ge) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent Agents or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent Agents and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (affiliates, including directors), equity holders, creditors, employees or agentsagents (collectively, hereafter, the “Company Representatives”)), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreementhereby, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” ”; (b) neither the Agent nor any of its affiliates (affiliates, including directors), equity holders, creditors, employees or agentsagents (collectively, hereafter, the “Agent Representatives”) ), shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreementherein; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreementhereby; (e) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreementhereby, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement hereby and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives. Neither the Agent nor any Agent Representative has provided any legal, accounting, tax or regulatory advice with respect to the transactions contemplated hereby, and the Company has consulted its own legal, accounting, tax and regulatory advisors to the extent it has deemed appropriate.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Borrower hereby acknowledges and agrees that: that (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between Holdings, the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”)Borrower and its Subsidiaries, on the one hand, and the Agent Lenders, on the otherother hand, is intended to be or has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Agent Lenders has advised or is advising the Company Borrower on other matters and irrespective of the use of the defined term “Agent;” matters, (b) neither the Agent Lenders, on the one hand, and Holdings, the Borrower and its Subsidiaries, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor does the Borrower rely on, any fiduciary duty on the part of its affiliates (including directors)the Lenders, equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company Borrower is capable of evaluating and understanding, and in fact has evaluated, understands and accepts accepts, the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; , (ed) the Company Borrower has been advised that the Agent and the Agent Representatives Lenders are engaged in a broad range of transactions which that may involve interests that differ from those the interests of Holdings, the Company Borrower and its Subsidiaries and that the Agent and the Agent Representatives Lenders have no obligation to disclose any such interests and transactions to the Company Borrower by virtue of any fiduciary, advisory or agency relationship, or otherwise; and (fe) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waiveBorrower waives, to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives Lender for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree agrees that the Agent and the Agent Representatives each Lender shall have no liability (whether direct or indirect, in contract, tort or otherwise) to Holdings, the Company Borrower or any of the Company Representatives its Subsidiaries in respect of such a fiduciary duty claim or to any person asserting any claim of breach of any a fiduciary duty claim on behalf of or in right of Holdings, the Company Borrower, including itstheir Subsidiaries, stockholders, employees or any of the Company Representativescreditors.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has Agents have been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent Agents on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has Agents have advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent Agents nor any of its their respective affiliates (including directors), equity holders, creditors, employees or agents, agents (hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the AgentAgents; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent Agents and the Agent Representatives Representatives, as applicable, are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent Agents and the Agent Representatives Representatives, as applicable, have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Designated Agent is are acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Designated Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Designated Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent Agents and the Agent Representatives Representatives, as applicable, shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: (a) the Agent each Underwriter has been retained solely to act as a sales agent underwriters in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including and any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, Underwriter has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent Underwriters has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” matters; (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to the Shares set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) Underwriters and the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company it has been advised that the Agent Underwriters and the Agent Representatives their affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no Underwriter has any obligation to disclose any such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; and (fd) the Company it has been advised that the Agent is Underwriters are acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the AgentUnderwriters, and not on behalf of the Company; and (g) . Additionally, the Company acknowledges and agrees that the Underwriters have not and will not advise the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company has consulted with its own advisors concerning such matters and shall be responsible for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any making its own independent investigation and appraisal of the transactions contemplated by this Agreement and agree that the Agent hereby, and the Agent Representatives Underwriters shall have no responsibility or liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any other person with respect thereto, whether arising prior to or after the date hereof. Any review by the Underwriters of the Company Representatives in respect Company, the transactions contemplated hereby or other matters relating to such transactions have been and will be performed solely for the benefit of any person asserting any claim of breach of any fiduciary duty the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or in right of respect, or owes a fiduciary duty to the Company or any of other person in connection with any such transaction or the Company Representativesprocess leading thereto.

Absence of Fiduciary Relationship. The Each of the Company, having been advised by counsel, the Subsidiary and each of the Selling Stockholders acknowledges and agrees that: (a) the Agent has Representatives have been retained solely to act as a sales agent an underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company (including Company, the Subsidiary, any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, Selling Stockholder and the Agent on the other, Representatives has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has Representatives have advised or is are advising the Company Company, the Subsidiary or any Selling Stockholder on other matters and irrespective of the use of the defined term “Agent;” matters; (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to the Securities set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, the Subsidiary and each of the Selling Stockholders following discussions and armsarm’s-length negotiations with the Agent; (d) Representatives and each of the Company Company, the Subsidiary and each of the Selling Stockholders is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company it has been advised that the Agent Representatives and the Agent Representatives their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Company, the Subsidiary, and any of the Selling Stockholders and that the Agent and the Agent Representatives have no obligation to disclose any such interests interest and transactions to the Company Company, the Subsidiary or any Selling Stockholder by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fd) the Company it has been advised that the Agent is Representatives are acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the AgentRepresentatives and the other Underwriters, and not on behalf of the Company, the Subsidiary or any Selling Stockholder; and (ge) the Company and the Company Representatives waive, it waives to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree agrees that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company Company, the Subsidiary or any of the Company Representatives Selling Stockholder in respect of any person asserting any claim of breach of any such a fiduciary duty claim on behalf of or in right of the Company Company, the Subsidiary or any Selling Stockholder, including stockholders, employees or creditors of the Company Representativesor the Subsidiary.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (affiliates, including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (affiliates, including directors), equity holders, creditors, employees or agents, (hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives. Neither the Agent nor its affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (cb) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (dc) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (ec) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fd) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (ge) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: that (a) the Agent has been retained solely to act as a sales agent in connection with the sale Sales Price of the Shares to be sold pursuant to this Agreement will not be established by the Agents, the Forward Sellers or the Forward Purchasers, (b) the determination of the discounts and that no fiduciary, advisory or agency relationship commissions to be paid pursuant to this Agreement is an arm’s-length commercial transaction between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and Agents, the Agent Forward Sellers and the Forward Purchasers, on the otherother hand, has been created or will be created (c) in respect of connection with any sale contemplated hereby and the process leading to any such transaction, each of the transactions Agents, the Forward Sellers and the Forward Purchasers are acting solely as sales agent and/or principal in connection with the purchase and sale of the Shares and none of the Agents, the Forward Sellers or the Forward Purchasers are the fiduciary of the Company, or its stockholders, creditors, employees or any other party, (d) the Agents, the Forward Sellers and the Forward Purchasers have not assumed and will not assume an advisory or fiduciary responsibility in favor of the Company with respect to any sale contemplated by this Agreement, hereby or the process leading thereto (irrespective of whether the Agent has Agents, the Forward Sellers or the Forward Purchasers have advised or is are currently advising the Company on other matters matters) and irrespective of the use of Agents, the defined term “Agent;” (b) neither Forward Sellers and the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall Forward Purchasers do not have any duty or obligation to the Company or with respect to any Company Representative sale contemplated hereby except as the obligations expressly set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that Agents, the Agent Forward Sellers, the Forward Purchasers and the Agent Representatives are their respective affiliates may be engaged in a broad range of transactions which may that involve interests that differ from those of the Company Company, and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that Agents, the Agent is acting, in respect of any Placement Forward Sellers and the transactions Forward Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to any sale contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company hereby and the Company Representatives waivehas consulted its own respective legal, accounting, regulatory and tax advisors to the fullest extent permitted by lawit deemed appropriate. Furthermore, any claims the Company agrees that they may it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Agents, the Forward Sellers or the Forward Purchasers have against advised or are currently advising the Agent Company on related or any of other matters). The Company agrees that it will not claim that the Agent Representatives for breach of fiduciary duty Agents, the Forward Sellers or alleged breach of fiduciary duty in respect the Forward Purchasers have rendered advisory services of any Placement nature or any of respect, or owe an agency, fiduciary or similar duty to the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirectCompany, in contract, tort connection with such transaction or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representativesprocess leading thereto.

Absence of Fiduciary Relationship. The CompanyCompany and, having been advised by counselin the case of Guaranteed Securities, acknowledges the Guarantor acknowledge and agrees that: agree that (ai) the Agent has been retained solely to act as a sales agent in connection with the purchase and sale of the Shares Offered Securities pursuant to this Agreement and that no fiduciary, advisory or agency relationship the Terms Agreement is an arm’s length commercial transaction between the Company (including any and, in the case of Guaranteed Securities, the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”)Guarantor, on the one hand, and the Agent several Underwriters, on the other, has been created (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or will be created in respect of any fiduciary of the transactions Company or, in the case of Guaranteed Securities, the Guarantor, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company or, in the case of Guaranteed Securities, the Guarantor with respect to the offering contemplated by this Agreement, hereby or the process leading thereto (irrespective of whether the Agent such Underwriter has advised or is currently advising the Company or, in the case of Guaranteed Securities, the Guarantor on other matters and irrespective of the use of the defined term “Agent;” (bmatters) neither the Agent nor or any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or other obligation to the Company or any Company Representative or, in the case of Guaranteed Securities, the Guarantor except as the obligations expressly set forth in this Agreement; Agreement and (civ) each of the price Company and, in the case of Guaranteed Securities, the Guarantor has consulted its own legal and other terms financial advisors to the extent it deemed appropriate. Each of the Company and, in the case of Guaranteed Securities, the Guarantor agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any Placement executed pursuant to this Agreementnature or respect, as well as the terms of this Agreement, are deemed acceptable or owes a fiduciary or similar duty to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is actingor, in respect the case of any Placement and Guaranteed Securities, the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirectGuarantor, in contract, tort connection with such transaction or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representativesprocess leading thereto.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) each of the Agent has Agents have been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent Agents on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has Agents have advised or is are advising the Company on other matters and irrespective of the use of the defined term terms “Agent” and “Agents;” (b) neither the Agent Agents nor any of its their respective affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the AgentAgents; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent Agents and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent Agents and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that each of the Agent Agents is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the such Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent Agents or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent Agents and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) each of the Agent has Agents have been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent Agents on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has Agents have advised or is are advising the Company on other matters and irrespective of the use of the defined term terms “Agent” and “Agents;” (b) neither the Agent Agents nor any of its their respective affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the AgentAgents; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent Agents and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent Agents and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that each of the Agent Agents is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the such Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent Agents or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent Agents and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.. ​

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (affiliates, including directors), equity holders, creditors, employees or agentsagents (collectively, hereafter, the “Company Representatives”), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreementhereby, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” ”; (b) neither the Agent nor any of its affiliates (affiliates, including directors), equity holders, creditors, employees or agentsagents (collectively, hereafter, the “Agent Representatives”) ), shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreementherein; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreementhereby; (e) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement 32 US-DOCS\95271282.8 and the transactions contemplated by this Agreementhereby, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement hereby and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives. Neither the Agent nor any Agent Representative has provided any legal, accounting, tax or regulatory advice with respect to the transactions contemplated hereby, and the Company has consulted its own legal, accounting, tax and regulatory advisors to the extent it has deemed appropriate.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: (a) the Agent has been retained is acting solely to act as a sales agent in connection with the sale public offering of the Placement Shares and that in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary, fiduciary or advisory or agency relationship between the Company (including or any of the Company’s affiliates its respective affiliates, stockholders (including directorsor other equity holders), equity holders, creditors, creditors or employees or agents, hereafter, “Company Representatives”)any other party, on the one hand, and the Agent Agent, on the otherother hand, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the Agent has advised or is advising the Company on other matters matters, and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or has no obligation to the Company or any Company Representative with respect to the transactions contemplated by this Agreement except as the obligations expressly set forth in this Agreement; (cb) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company it is capable of evaluating and understanding, and in fact has evaluated, understands and accepts accepts, the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) neither the Company Agent nor its affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has been advised consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (d) it is aware that the Agent and the Agent Representatives its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives its affiliates have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, relationship or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (ge) the Company and the Company Representatives waiveit waives, to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives its affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in respect connection with the sale of any Placement or any of the transactions contemplated by Shares under this Agreement and agree agrees that the Agent and the Agent Representatives its affiliates shall not have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives it in respect of such a fiduciary duty claim or to any person asserting any claim of breach of any a fiduciary duty claim on its behalf of or in right of it or the Company Company, employees or any creditors of the Company RepresentativesCompany. 23.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Each of the Company and the Operating Partnership acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent that in connection with the transactions contemplated by this Agreement, the offer and sale of the Shares or any other services the Underwriters, the Forward Seller, the Forward Counterparty and that no fiduciaryany affiliate or affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be acting may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters, the Forward Seller, the Forward Counterparty and any affiliate or affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be acting: (i) no fiduciary or agency relationship between the Company (including and the Operating Partnership and any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”)other person, on the one hand, and the Agent Underwriters, the Forward Seller, the Forward Counterparty and any affiliate or affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be acting, on the other, has been created exists in connection with any activity that the Underwriters, the Forward Seller, the Forward Counterparty and any affiliate or will affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be created acting may undertake or have undertaken in respect of any furtherance of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters purchase and irrespective sale of the use of Company’s securities, either before or after the defined term “Agent;” date hereof; (bii) neither the Agent nor Underwriters, the Forward Seller, the Forward Counterparty and any of its affiliate or affiliates (including directors)through which the Underwriters, equity holdersthe Forward Seller and the Forward Counterparty may be acting are not acting as advisors, creditorsexpert or otherwise, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the Operating Partnership, including, without limitation, with respect to the determination of the public offering price of the Shares, and other terms the purchase and sale of any Placement executed the Shares pursuant to this Agreement, as well as including the terms determination of this Agreementthe initial public offering price of the Shares and any related discounts and commissions, are deemed acceptable is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters, the Forward Seller, the Forward Counterparty and any affiliate or affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be acting, on the other hand; (iii) any duties and obligations that the Underwriters, the Forward Seller, the Forward Counterparty and any affiliate or affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be acting may have to the Company and its counsel, following discussions the Operating Partnership shall be limited to those duties and arms-length negotiations with the Agentobligations specifically stated herein; and (div) the Company is capable of evaluating and understandingUnderwriters, and in fact has evaluatedthe Forward Seller, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, Forward Counterparty and any other transactions contemplated by this Agreement; (e) affiliate or affiliates through which the Company has been advised that Underwriters, the Agent Forward Seller and the Agent Representatives are engaged in a broad range of transactions which Forward Counterparty may involve be acting may have interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue Operating Partnership. Each of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, Operating Partnership hereby waives any claims that they the Company and the Operating Partnership may have against the Agent Underwriters, the Forward Seller, the Forward Counterparty and any affiliate or affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be acting with respect to any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by connection with this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representativesoffering.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: that (ai) the Agent MCUSA has been retained solely to act as a underwriter or sales agent in connection with the sale of the Shares and that no fiduciary, advisory or other agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, MCUSA has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent MCUSA has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreementmatters; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (dii) the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (eiii) the Company has been advised that the Agent MCUSA and the Agent Representatives its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have MCUSA has no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fiv) the Company MCUSA has been advised that the Agent is actingnot provided any legal, in accounting, regulatory or tax advice with respect of any Placement and to the transactions contemplated by this AgreementAgreement and the Company has consulted its own legal, solely for accounting, regulatory and tax advisors to the benefit of the Agent, and not on behalf of the Companyextent it has deemed appropriate; and (gv) the Company and the Company Representatives waiveit waives, to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives MCUSA, for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree agrees that the Agent and the Agent Representatives MCUSA shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of to such fiduciary claim or to any person asserting any claim of breach of any a fiduciary duty claim on behalf of or in right of the Company, including shareholders, partners, employees or creditors of the Company. If the foregoing correctly sets forth the agreement between the Company or any and MCUSA, please indicate your acceptance in the space provided for that purpose below. Very truly yours, MEDICINOVA, INC. By: /s/ Xx. Xxxxxx Xxxxx Name: Xxxxxx Xxxxx, M.D., Ph.D. Title: President and Chief Executive Officer ACCEPTED as of the date first-above written: MACQUARIE CAPITAL (USA) INC. By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Executive Director MACQUARIE CAPITAL (USA) INC. By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Managing Director SCHEDULE 1 FORM OF ISSUANCE NOTICE From: [ ] To: [ ] Gentlemen: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between MediciNova, Inc. (the “Company”) and Macquarie Capital (USA) Inc. (“MCUSA”) dated October [ ], 2013 (the “Agreement”), I hereby request on behalf of the Company Representativesthat MCUSA [sell as an agent up to [—] shares of the Company’s Common Stock, par value $0.001 per share, at a minimum market price of $[—] per share on or before [— ], 201[—].1] Capitalized terms defined in the Agreement shall have the same meanings when used herein. The Company hereby confirms as of the date of this Issuance Notice: • The Prospectus, including the Incorporated Documents, as of the date hereof, does not, and as of the anticipated Settlement Date for the sale of such shares, will not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they were made, not misleading. • The sale of shares as requested herein, pursuant to the Agreement, shall be subject to all of the representations, warranties, covenants and other terms and conditions of the Agreement, except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and warranties set forth in the Agreement shall be deemed to have been made at and as of the date hereof and at and as of any Settlement Date. • The number of shares proposed for sale pursuant to this Issuance Notice does not exceed the Maximum Amount, including the aggregate offering price of sales to be made under this Issuance Notice, plus the aggregate offering price of all sales made previously under the Agreement. Please promptly confirm receipt of this Issuance Notice. 1 Alternate language for underwritten distribution: “purchase as principal for distribution [—] shares of the Company’s Common Stock, par value $0.001 per share, at a price of $[—] for settlement on [—].” Note that stated settlement date shall be T+2 from the Trading Day on which notice is given. XXXXXXXX 0 Xxxxxxxxx Xxxxxxx (XXX) Inc. Xxx Xxxxx: xxx.xxxxx@xxxxxxxxx.xxx Xxxx Xxxxx: xxxx.xxxxx@xxxxxxxxx.xxx Xxx Xxxxx: xxx.xxxxx@xxxxxxxxx.xxx Xxxxxxxxx Xxxxxx: xxxxxxxxx.xxxxxx@xxxxxxxxx.xxx Cc: (which shall not constitute notice for purpose of the Agreement) Xxxxxx Xxxxxxx: Xxxxxx.xxxxxxx@xxxxxxx.xxx Xxxxxxxxxx Xxxx: Xxxxxxxxxx.xxxx@xxxxxxx.xxx MediciNova, Inc. Xxxxxx Xxxxx, M.D., Ph.D.: xxxxx@xxxxxxxxxx.xxx Xxxxxxx Xxxxxxx: Xxxxxxx@xxxxxxxxxx.xxx Xxxxxx Xxxxxxx, M.D., Ph.D., MPH: xxxxxxx@xxxxxxxxxx.xxx Masatsune Okajima: xxxxxxx@xxxxxxxxxx.xxx Cc: (which shall not constitute notice for purpose of the Agreement) Xxxxx X. XxXxxxxxx: xxxxx.xxxxxxxxx@xxxxxxxxxxxx.xxx Xxxxx X. Xxxxxx: xxxx.xxxxxx@xxxxxxxxxxxx.xxx). SCHEDULE 3

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has Agents have been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent Agents on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has Agents have advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither of the Agent Agents nor any of its their respective affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (cb) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the AgentAgents; (dc) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (ec) the Company has been advised that the Agent Agents and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent Agents and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fd) the Company has been advised that the Agent is Agents are acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the AgentAgents, and not on behalf of the Company; and (ge) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent Agents or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent Agents and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.

Absence of Fiduciary Relationship. The CompanyIn connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, having been advised by counselwaiver or other modification hereof or of any other Credit Document), the Borrower acknowledges and agrees agrees, and acknowledges its Affiliates’ understanding, that: (aix) (A) the Agent has been retained solely to act as a sales agent in connection with arranging and other services regarding this Agreement provided by the sale of Administrative 203 Agent, the Shares Joint Lead Arrangers, and that no fiduciary, advisory or agency relationship the Lenders are arm’s-length commercial transactions between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”)Borrower and its respective Affiliates, on the one hand, and the Agent Administrative Agent, the Joint Lead Arrangers, and the Lenders, on the otherother hand, (B) the Borrower has been created or will be created in respect of any of the transactions contemplated by this Agreementconsulted its own legal, irrespective of whether the Agent has advised or is advising the Company on other matters accounting, regulatory and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation tax advisors to the Company or any Company Representative except as set forth in this Agreement; extent it has deemed appropriate, and (cC) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company Borrower is capable of evaluating and understandingevaluating, and in fact has evaluated, understands and accepts accepts, the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreementthe transactions contemplated hereby and by the other Credit Documents; (x) (A) the Administrative Agent, the Joint Lead Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Joint Lead Arrangers, nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated by this Agreementhereby except those obligations expressly set forth herein and in the other Credit Documents; and (exi) the Company has been advised that Administrative Agent, the Agent Arranger, the Joint Lead Arrangers, the Lenders, and the Agent Representatives are their respective Affiliates may be engaged in a broad range of transactions which may that involve interests that differ from those of the Company Borrower and that its Affiliates, and neither the Agent and Administrative Agent, the Agent Representatives have no Joint Lead Arrangers, nor any Lender has any obligation to disclose any of such interests and transactions to the Company by virtue of any fiduciary, advisory Borrower or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that they it may have against the Agent or Administrative Agent, the Joint Lead Arrangers and the Lenders with respect to any of the Agent Representatives for breach of fiduciary duty or alleged breach of agency or fiduciary duty in respect connection with any aspect of any Placement or any of the transactions transaction contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representativeshereby.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither of the Agent nor any of its respective affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (cb) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (dc) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (ec) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fd) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (ge) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (affiliates, including directors), equity holders, creditors, employees or agents, agents (hereafter, “Company Representatives”), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (affiliates, including directors), equity holders, creditors, employees or agents, agents (hereafter, “Agent Representatives”) ), shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives. Neither the Agent nor its affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges Company and agrees DynaVox LLC acknowledge and agree that: (a) the Agent has Representatives and the Underwriters have been retained solely to act as a sales agent an underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, DynaVox LLC and the Agent on the other, Representatives or any Underwriter has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent Representatives or any Underwriter has advised or is are advising the Company or DynaVox LLC on other matters and irrespective of the use of the defined term “Agent;” matters; (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to the Securities set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) Representatives, the Underwriters and the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company it has been advised that the Agent Representatives, the Underwriters and the Agent Representatives their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and DynaVox LLC and that the Agent Representatives and the Agent Representatives Underwriters have no obligation to disclose any such interests interest and transactions to the Company or DynaVox LLC by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fd) the Company it has been advised that the Agent is Representatives and the Underwriters are acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the AgentRepresentatives and the other Underwriters, and not on behalf of the CompanyCompany or DynaVox LLC; and (ge) the Company and the Company Representatives waiveit, he or she waives to the fullest extent permitted by law, any claims that they it may have against the Agent or any of Representatives and the Agent Representatives Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree agrees that the Agent Representatives and the Agent Representatives Underwriters shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives DynaVox LLC in respect of any person asserting any claim of breach of any such a fiduciary duty claim on behalf of or in right of DynaVox LLC or the Company Company, including stockholders, employees or any creditors of the Company RepresentativesCompany.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges Company and agrees the Selling Stockholder acknowledge and agree that: (a) the Agent has Representatives have been retained solely to act as a sales agent an underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company (including any of or the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, Selling Stockholder and the Agent on the other, Representatives has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has Representatives have advised or is are advising the Company or the Selling Stockholder on other matters and irrespective of the use of the defined term “Agent;” matters; (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to the Securities set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, the Selling Stockholder following discussions and arms-length negotiations with the Agent; (d) Representatives and the Company and the Selling Stockholder is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company has they have been advised that the Agent Representatives and the Agent Representatives their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Selling Stockholder and that the Agent and the Agent Representatives have no obligation to disclose any such interests interest and transactions to the Company or the Selling Stockholder by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fd) the Company has they have been advised that the Agent is Representatives are acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the AgentRepresentatives and the other Underwriters, and not on behalf of the CompanyCompany or the Selling Stockholder; and (ge) each of the Company and the Company Representatives waive, Selling Stockholder waives to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree agrees that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives Selling Stockholder in respect of any person asserting any claim of breach of any such a fiduciary duty claim on behalf of or in right of the Company Selling Stockholder or any the Company, including stockholders, employees or creditors of the Company RepresentativesCompany.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: (a) the Agent each Underwriter has been retained solely to act as a sales agent underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including and any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, Underwriter has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent any Underwriter has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” matters; (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to the Shares set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) Underwriters and the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company it has been advised that the Agent each Underwriter and its affiliates constitute full service securities firms, engaging in a wide range of activities for their own accounts and the Agent Representatives are engaged in a broad range accounts of transactions which customers, including corporate finance, mergers and acquisitions, merchant banking, equity and fixed income sales, trading and research, derivatives, foreign exchange, futures, asset management, custody, clearance and securities lending, that may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no Underwriter has any obligation to disclose any such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) in the course of their businesses, the Underwriters and their affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products relating to, the Company, any prospective investor and other participants in the Offering; (e) at any given time each Underwriter and/or any of its affiliates may have been and/or be engaged by one or more entities that may be competitors with, or otherwiseotherwise adverse to, the Company in matters unrelated to the Offering; (f) consistent with applicable legal and regulatory requirements, each Underwriter has adopted policies and procedures to establish and maintain the Company independence of such Underwriter’s research departments and personnel and, as a result, each Underwriter’s research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company, prospective investors, the Offering and other participants in the Offering that differ from the views of such Underwriter’s investment banking personnel; and (g) it has been advised that the Agent each Underwriter is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agentsuch Underwriter, and not on behalf of the Company; and (g) the Company and the Company Representatives waive. In addition, nothing in this Agreement shall be construed to the fullest extent permitted by limit, subject to applicable law, any claims that they may have against the Agent ability of the Underwriters or their affiliates to (a) trade in the Company’s or any of the Agent Representatives for breach of fiduciary duty other company’s securities or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to publish research on the Company or any other company, subject to applicable law, or (b) pursue or engage in investment banking, financial advisory or other business relationships with entities that may be engaged in or contemplate engaging in, or acquiring or disposing of, businesses that are similar to or competitive with the business of the Company Representatives Company. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in respect the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SU Group Holdings Limited By: Name: Title: Confirmed as of any person asserting any claim of breach of any fiduciary duty the date first written above mentioned, on behalf of or in right itself and as Representative of the Company or any several Underwriters named on Schedule 1 hereto: The Benchmark Company, LLC By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased The Benchmark Company, LLC [●] Total: [●] SCHEDULE 2-A Pricing Information Number of Firm Shares: [●] Number of Optional Shares: [●] Public Offering Price per Share: $[●] Underwriting Discount per Share: (i) $[●] per share with respect to investors introduced to the Company Representativesby the Underwriters and (ii) $[●] per share with respect to investors introduced by the Company Non-accountable expense allowance per Share: $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties [●] EXHIBIT A Form of Representative’s Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2023 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN THE BENCHMARK COMPANY, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR AN OFFICER OR PARTNER, AFFILIATE OR REGISTERED PERSON OF THE BENCHMARK COMPANY, LLC. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2024. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 2028. ORDINARY SHARE PURCHASE WARRANT For the Purchase of [●] Ordinary Shares of SU Group Holdings Limited

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company and each Selling Stockholder acknowledges and agrees that: that the Underwriters have acted, and are acting, solely in the capacity of an arm’s-length contractual counterparty to the Company and the Selling Stockholders with respect to the offering of the Shares contemplated hereby (a) the Agent has been retained solely to act as a sales agent including in connection with determining the sale terms of the Shares offering) and that no fiduciarynot as a financial advisor or a fiduciary to, advisory or agency relationship between an agent of, the Company (including Company, any Selling Stockholder or any other person. Additionally, none of the Underwriters has advised, or is advising, the Company’s affiliates (including directors), equity holdersany Selling Stockholder or any other person as to any legal, creditorstax, employees investment, accounting or agents, hereafter, “regulatory matters in any jurisdiction with respect to the transactions contemplated hereby. The Company Representatives”), on the one hand, and the Agent on the other, has been created or will each Selling Stockholder shall consult with its own advisors concerning such matters and shall be created in respect of any responsible for making its own independent investigation and appraisal of the transactions contemplated by this Agreementhereby, irrespective of whether and the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) Underwriters shall have any duty no responsibility or obligation liability to the Company or any Company Representative except as set forth in this Agreement; (c) Selling Stockholder with respect thereto. Any review by the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those Underwriters of the Company and that Company, the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and Selling Stockholders the transactions contemplated by this Agreement, hereby or other matters relating to such transactions has been and will be performed solely for the benefit of the Agent, Underwriters and has not been and shall not be on behalf of the Company; Company or any other person. It is understood that the offering price was arrived at through arm’s-length negotiations between the Underwriters. The Company and (g) each Selling Stockholder acknowledges and agrees that the Underwriters are acting as independent contractors, and any duties of the Underwriters arising out of this Agreement and the transactions completed hereby shall be contractual in nature and expressly set forth herein. Notwithstanding anything in this Underwriting Agreement to the contrary, the Company and each Selling Stockholder acknowledges that the Underwriters may have financial interests in the success of the offering contemplated hereby that are not limited to the difference between the price to the public and the purchase price paid to the Company and the Selling Stockholder by the Underwriters for the Shares and the Underwriters have no obligation to disclose, or account to the Company Representatives waiveor the Selling Stockholders for, any of such additional financial interests. The Company and each Selling Stockholder hereby waives and releases, to the fullest extent permitted by law, any claims that they the Company or such Selling Stockholder may have against the Agent or Underwriters with respect to any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representativesduty.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company and each Selling Stockholder acknowledges and agrees that: (a) the Agent Representative has been retained solely to act as a sales agent an underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company (including or any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, Selling Stockholder and the Agent on the other, Representative has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent Representative has advised or is advising the Company or the Selling Stockholder on other matters and irrespective of the use of the defined term “Agent;” matters; (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to the Securities set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, each Selling Stockholder following discussions and arms-length negotiations with the Agent; (d) Representative and the Company and each Selling Stockholder is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company it has been advised that the Agent Representative and the Agent Representatives its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and each Selling Stockholder and that the Agent and the Agent Representatives have Representative has no obligation to disclose any such interests interest and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fd) the Company it has been advised that the Agent Representative is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the AgentRepresentative and the other Underwriters, and not on behalf of the CompanyCompany or any Selling Stockholder; and (ge) the Company and the Company Representatives waiveit, he or she waives to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree agrees that the Agent and the Agent Representatives Representative shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives Selling Stockholder in respect of any person asserting any claim of breach of any such a fiduciary duty claim on behalf of or in right of the Company Selling Stockholders or any the Company, including stockholders, employees or creditors of the Company RepresentativesCompany.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: (a) the Agent each Underwriter has been retained solely to act as a sales agent underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including and any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, Underwriter has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent any Underwriter has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” matters; (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to the Shares set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) Underwriters and the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company it has been advised that the Agent each Underwriter and its affiliates constitute full service securities firms, engaging in a wide range of activities for their own accounts and the Agent Representatives are engaged in a broad range accounts of transactions which customers, including corporate finance, mergers and acquisitions, merchant banking, equity and fixed income sales, trading and research, derivatives, foreign exchange, futures, asset management, custody, clearance and securities lending, that may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no Underwriter has any obligation to disclose any such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) in the course of their businesses, the Underwriters and their affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products relating to, the Company, any prospective investor and other participants in the Offering; (e) at any given time each Underwriter and/or any of its affiliates may have been and/or be engaged by one or more entities that may be competitors with, or otherwiseotherwise adverse to, the Company in matters unrelated to the Offering; (f) consistent with applicable legal and regulatory requirements, each Underwriter has adopted policies and procedures to establish and maintain the Company independence of such Underwriter’s research departments and personnel and, as a result, each Underwriter’s research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company, prospective investors, the Offering and other participants in the Offering that differ from the views of such Underwriter’s investment banking personnel; and (g) it has been advised that the Agent each Underwriter is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agentsuch Underwriter, and not on behalf of the Company; and (g) the Company and the Company Representatives waive. In addition, nothing in this Agreement shall be construed to the fullest extent permitted by limit, subject to applicable law, any claims that they may have against the Agent ability of the Underwriters or their affiliates to (a) trade in the Company’s or any of the Agent Representatives for breach of fiduciary duty other company’s securities or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to publish research on the Company or any other company, subject to applicable law, or (b) pursue or engage in investment banking, financial advisory or other business relationships with entities that may be engaged in or contemplate engaging in, or acquiring or disposing of, businesses that are similar to or competitive with the business of the Company. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, LEMENG HOLDINGS LIMITED 樂盟控股有限公司 By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: The Benchmark Company, LLC By: Name: Title: On behalf of each of the Underwriters SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over-Allotment Option is Fully Exercised TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Option Shares: Public Offering Price per Share: $ Underwriting Discount per Share: $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties [NOTE: Lemeng and counsel to provide] EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement LOCK-UP AGREEMENT _____________, 2023 The Benchmark Company, LLC 000 Xxxx 00xx Xxxxxx, 17th Floor New York, NY 10155 Ladies and Gentlemen: The undersigned understands that The Benchmark Company, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with LEMENG HOLDINGS LIMITED 樂盟控股有限公司, a Cayman Islands exempted company (the “Company”), providing for the registered public offering (the “Public Offering”) of Class B ordinary shares, $0.000000625 par value per share, of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of (the Company or any of the Company Representatives“Ordinary Shares”).

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: (a) the Agent each Underwriter has been retained solely to act as a sales agent underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including and any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, Underwriter has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent any Underwriter has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” matters; (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to the Shares set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) Underwriters and the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company it has been advised that the Agent each Underwriter and its affiliates constitute full service securities firms, engaging in a wide range of activities for their own accounts and the Agent Representatives are engaged in a broad range accounts of transactions which customers, including corporate finance, mergers and acquisitions, merchant banking, equity and fixed income sales, trading and research, derivatives, foreign exchange, futures, asset management, custody, clearance and securities lending, that may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no Underwriter has any obligation to disclose any such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) in the course of their businesses, the Underwriters and their affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products relating to, the Company, any prospective investor and other participants in the Offering; (e) at any given time each Underwriter and/or any of its affiliates may have been and/or be engaged by one or more entities that may be competitors with, or otherwiseotherwise adverse to, the Company in matters unrelated to the Offering; (f) consistent with applicable legal and regulatory requirements, each Underwriter has adopted policies and procedures to establish and maintain the Company independence of such Underwriter’s research departments and personnel and, as a result, each Underwriter’s research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company, prospective investors, the Offering and other participants in the Offering that differ from the views of such Underwriter’s investment banking personnel; and (g) it has been advised that the Agent each Underwriter is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agentsuch Underwriter, and not on behalf of the Company; and (g) the Company and the Company Representatives waive. In addition, nothing in this Agreement shall be construed to the fullest extent permitted by limit, subject to applicable law, any claims that they may have against the Agent ability of the Underwriters or their affiliates to (a) trade in the Company’s or any of the Agent Representatives for breach of fiduciary duty other company’s securities or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to publish research on the Company or any other company, subject to applicable law, or (b) pursue or engage in investment banking, financial advisory or other business relationships with entities that may be engaged in or contemplate engaging in, or acquiring or disposing of, businesses that are similar to or competitive with the business of the Company. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, Jayud Global Logistics Ltd. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: The Benchmark Company, LLC By: Name: Title: On behalf of each of the Underwriters SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Additional Option Shares to be Purchased if the Over- Allotment Option is Fully Exercised The Benchmark Company, LLC TOTAL SCHEDULE 2-A Pricing Information Number of Firm Shares: Number of Option Shares: Public Offering Price per Share: $ Underwriting Discount per Share: $ SCHEDULE 2-B Issuer General Use Free Writing Prospectuses [None.] SCHEDULE 2-C Written Testing-the-Waters Communications [None.] SCHEDULE 3 List of Lock-Up Parties Xxxxxxxx Xxxx Xxx Xxxx Feiyong Li Xxxxxx Xx Xxxx Xxxx Xxx Xxx Xxxxxxxx Xxxxx Xxxxxxx Xxx Xx Xx EXHIBIT A Form of Representative’s Warrant EXHIBIT B Form of Lock-Up Agreement LOCK-UP AGREEMENT _____________, 2023 The Benchmark Company, LLC 000 Xxxx 00xx Xxxxxx, 17th Floor New York, NY 10155 Ladies and Gentlemen: The undersigned understands that The Benchmark Company, LLC (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Jayud Global Logistics Limited., a Cayman Islands exempted company (the “Company”), providing for the registered public offering (the “Public Offering”) of Class A ordinary shares, $0.0001 par value per share, of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of (the Company or any of the Company Representatives“Ordinary Shares”).

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges Company and agrees each of the Selling Stockholders acknowledge and agree that: (a) the Agent has Representatives have been retained solely to act as a sales agent an underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”)and such Selling Stockholder, on the one hand, and the Agent Representatives, on the otherother hand, has been created or will be created in respect of any of the transactions contemplated by this Agreement or the IPA and Custody Agreement, as applicable, irrespective of whether the Agent has Representatives have advised or is are advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this AgreementSelling Stockholder on other matters; (cb) the price and other terms of any Placement executed pursuant to the Securities set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, the Selling Stockholders following discussions and arms-length negotiations with the Agent; (d) Representatives and the Company and such Selling Stockholder is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company he, she or it has been advised that the Agent Representatives and the Agent Representatives their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and any of the Selling Stockholders, and that the Agent and the Agent Representatives have no obligation to disclose any such interests interest and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fd) the Company has and the Selling Stockholders have been advised that the Agent is Representatives are acting, in respect of any Placement and the transactions contemplated by this Agreement and the IPA and Custody Agreement, as applicable, solely for the benefit of the AgentRepresentatives and the other Underwriters, and not on behalf of the CompanyCompany or the Selling Stockholders; (e) the Representatives have not provided any legal, accounting, regulatory, or tax advice with respect to the offering contemplated hereby and the Company and each of the Selling Stockholders has consulted his, her or its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate; and (gf) the Company and the Company Representatives waive, waives to the fullest extent permitted by law, any claims that they he, she or it may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement or the IPA or Custody Agreement, as applicable, and agree agrees that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives such Selling Stockholder in respect of any person asserting any claim of breach of any such a fiduciary duty claim on behalf of or in right of the Company or any such Selling Stockholder, including stockholders, employees or creditors of the Company Representativesor such Selling Stockholder, as applicable.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s 's affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “"Company Representatives”"), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “"Agent;” " (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “"Agent Representatives”") shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: that (ai) the Agent CKCC has been retained solely to act as a sales agent underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, CKCC has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent CKCC has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreementmatters; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (dii) the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (eiii) the Company has been advised that the Agent CKCC and the Agent Representatives its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have CKCC has no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fiv) the Company CKCC has been advised that the Agent is actingnot provided any legal, in accounting, regulatory or tax advice with respect of any Placement and to the transactions contemplated by this AgreementAgreement and it has consulted its own legal, solely for accounting, regulatory and tax advisors to the benefit of the Agent, and not on behalf of the Companyextent it has deemed appropriate; and (gv) the Company and the Company Representatives waiveit waives, to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives CKCC, for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree agrees that the Agent and the Agent Representatives CKCC shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of to such fiduciary claim or to any person asserting any claim of breach of any a fiduciary duty claim on behalf of or in right of the Company Company, including shareholders, partners, employees or any creditors of the Company. If the foregoing correctly sets forth the agreement between the Company Representatives.and CKCC, please indicate your acceptance in the space provided for that purpose below. Very truly yours, ISORAY, INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: President and Chief Executive Officer ACCEPTED as of the date first-above written:

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: (a) the Agent each Underwriter has been retained solely to act as a sales agent underwriter in connection with the sale of the Shares Public Securities and that no fiduciary, advisory or agency relationship between the Company (including and any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, Underwriter has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent any Underwriter has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” matters; (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to the Public Securities set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) Underwriters and the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company it has been advised that the Agent each Underwriter and its affiliates constitute full service securities firms, engaging in a wide range of activities for their own accounts and the Agent Representatives are engaged in a broad range accounts of transactions which customers, including corporate finance, mergers and acquisitions, merchant banking, equity and fixed income sales, trading and research, derivatives, foreign exchange, futures, asset management, custody, clearance and securities lending, that may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no Underwriter has any obligation to disclose any such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) in the course of their businesses, the Underwriters and their affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products relating to, the Company, any prospective investor and other participants in the Offering; (e) at any given time each Underwriter and/or any of its affiliates may have been and/or be engaged by one or more entities that may be competitors with, or otherwiseotherwise adverse to, the Company in matters unrelated to the Offering; (f) consistent with applicable legal and regulatory requirements, each Underwriter has adopted policies and procedures to establish and maintain the Company independence of such Underwriter’s research departments and personnel and, as a result, each Underwriter’s research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company, prospective investors, the Offering and other participants in the Offering that differ from the views of such Underwriter’s investment banking personnel; and (g) it has been advised that the Agent each Underwriter is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agentsuch Underwriter, and not on behalf of the Company; and (g) the Company and the Company Representatives waive. In addition, nothing in this Agreement shall be construed to the fullest extent permitted by limit, subject to applicable law, any claims that they may have against the Agent ability of the Underwriters or their affiliates to (a) trade in the Company’s or any of the Agent Representatives for breach of fiduciary duty other company’s securities or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to publish research on the Company or any other company, subject to applicable law, or (b) pursue or engage in investment banking, financial advisory or other business relationships with entities that may be engaged in or contemplate engaging in, or acquiring or disposing of, businesses that are similar to or competitive with the business of the Company Representatives Company. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in respect the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, IMMURON LIMITED By: Name: Title: Confirmed as of any person asserting any claim of breach of any fiduciary duty the date first written above mentioned, on behalf of or in right itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm ADSs to be Purchased Number of Option ADSs to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative ThinkEquity, a division of Fordham Financial Management, Inc. 500,000 75,000 TOTAL 500,000 75,000 SCHEDULE 2-A Pricing Information Number of Firm ADSs: 500,000 Number of Option ADSs: 75,000 Public Offering Price per ADS: $4.00 Underwriting Discount per ADS: $0.28 Underwriting non-accountable expense allowance per ADS: $0.04 Proceeds to Company or any per ADS (before expenses): $3.68 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. Sch. 2 SCHEDULE 3 List of the Company Representatives.Lock-Up Parties

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) neither the Agent nor any Agent Representatives have provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (f) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fg) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (gh) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: that (ai) the Agent Xxxx has been retained solely to act as a sales an agent in connection with the sale of the Shares and that no fiduciary, fiduciary or advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, Xxxx has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent Xxxx has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreementmatters; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (dii) the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (eiii) the Company has been advised that the Agent Xxxx and the Agent Representatives its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have Xxxx has no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fiv) the Company Xxxx has been advised that the Agent is actingnot provided any legal, in accounting, regulatory or tax advice with respect of any Placement and to the transactions contemplated by this AgreementAgreement and the Company has consulted its own legal, solely for accounting, regulatory and tax advisors to the benefit of the Agent, and not on behalf of the Companyextent it has deemed appropriate; and (gv) the Company and the Company Representatives waiveit waives, to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives Xxxx, for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree agrees that the Agent and the Agent Representatives Xxxx shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of to such fiduciary claim or to any person asserting any claim of breach of any a fiduciary duty claim on behalf of or in right of the Company, including shareholders, partners, employees or creditors of the Company. If the foregoing correctly sets forth the agreement between the Company or any and Xxxx, please indicate your acceptance in the space provided for that purpose below. Very truly yours, ROYALE ENERGY, INC. By: Name: Xxxxxx X. Xxxxxx Title: Co-President and Co-Chief Executive Officer ACCEPTED as of the date first-above written: XXXX CAPITAL PARTNERS, LLC By: Name: Xxxxxxxxx Xxxxxxx Title: Managing Director SCHEDULE 1 FORM OF PLACEMENT NOTICE* From: [ ] To: [ ] Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Royale Energy, Inc. (the “Company”) and Xxxx Capital Partners, LLC (“Xxxx”) dated _______, 2015 (the “Agreement”), I hereby request on behalf of the Company Representativesthat Xxxx sell up to [ ] shares of the Company’s Common Stock at a minimum market price of $ per share on or before , 201_ (but not more than ______________shares on any single Trading Day and in no event exceeding the Maximum Amount, including the aggregate offering price of sales to be made under this Placement Notice, plus the aggregate offering price of all sales made previously under the Sales Agreement). [The Company may include such other sales parameters at it deems appropriate.] SCHEDULE 2 Xxxx Capital Partners, LLC Xxxxxx Xxxx Xxx Xxxxxx Xxxx Xxxxxxx cc: Xxxx Xxxxxxx Royale Energy, Inc. Xxxxxxx X. Xxxxxx SCHEDULE 3

Absence of Fiduciary Relationship. The CompanyEach of Holdings, having been advised by counsel, the Borrower and the other Loan Parties hereby acknowledges and agrees that: that (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”)Loan Parties and their respective Affiliates, on the 190 one hand, and the Agent Agent, the Joint Lead Arrangers, the Lenders, the Issuing Bank and their respective Affiliates, on the otherother hand, is intended to be or has been created or will be created in respect of any of the transactions contemplated by this AgreementAgreement and the other Loan Documents, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent Agent, the Joint Lead Arrangers, the Lenders and the Issuing Bank, on the one hand, and the Loan Parties, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do any of its affiliates (including directors)the Loan Parties rely on, equity holdersany advisory or fiduciary duty on the part of the Agent, creditorsthe Joint Lead Arrangers, employees the Lenders or agentsthe Issuing Bank, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company it is capable of evaluating and understanding, and in fact has evaluated, understands and accepts accepts, the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; Agreement and the other Loan Documents, (ed) the Company it has been advised that each of the Agent Agent, the Joint Lead Arrangers, the Lenders, the Issuing Bank and the Agent Representatives are their respective Affiliates is engaged in a broad range of transactions which that may involve interests that differ from those the interests of the Company Loan Parties and that none of the Agent and Agent, the Agent Representatives have no Joint Lead Arrangers, the Lenders, the Issuing Bank or their respective Affiliates has any obligation to disclose any such interests and transactions to any of the Company Loan Parties by virtue of any fiduciary, advisory or agency relationship, and (e) none of the Agent, the Joint Lead Arrangers, the Lenders or otherwise; (f) the Company Issuing Bank has been advised that any obligation to the Agent is acting, in Loan Parties or their Affiliates with respect of any Placement and to the transactions contemplated by this Agreementthe Loan Documents, solely for the benefit of except those obligations expressly set forth therein or in any other express writing executed and delivered by the Agent, such Joint Lead Arranger, such Lender or such Issuing Bank, on the one hand, and not such Loan Party or such Affiliate, on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representativesother hand.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: that (ai) the Agent has been retained solely to act as a sales agent in connection with the purchase and sale of the Shares and that no fiduciary, advisory or agency relationship pursuant to this Agreement is an arm’s-length commercial transaction between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent several Underwriters, on the other, has been created (ii) in connection therewith and with the process leading to such transaction, each Underwriter is acting solely as a principal and not the agent or will be created in respect of any fiduciary of the transactions Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated by this Agreement, hereby or the process leading thereto (irrespective of whether the Agent such Underwriter has advised or is currently advising the Company on other matters and irrespective of the use of the defined term “Agent;” (bmatters) neither the Agent nor or any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or other obligation to the Company or any Company Representative except as the obligations expressly set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (div) the Company is capable of evaluating consulted its own legal, accounting, regulatory and understandingtax advisors to the extent it deemed appropriate and the Underwriters have not provided any legal, and in fact has evaluatedaccounting, understands and accepts regulatory or tax advice with respect to the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (ev) the Company has been advised it is aware that the Agent Underwriters and the Agent Representatives their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives Underwriters have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, relationship or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; otherwise and (gvi) the Company and the Company Representatives waiveit waives, to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by connection with this Agreement and agree agrees that the Agent and the Agent Representatives Underwriters shall not have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives it in respect of such a fiduciary duty claim or to any person asserting any claim of breach of any a fiduciary duty claim on its behalf of or in right of it or the Company, employees or creditors of Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company RepresentativesCompany, in connection with such transaction or the process leading thereto.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: (a) the Agent each Underwriter has been retained solely to act as a sales agent underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company (including and any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, Underwriter has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent any Underwriter has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” matters; (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to the Securities set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) Underwriters and the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company it has been advised that the Agent each Underwriter and the Agent Representatives its affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no Underwriter has any obligation to disclose any such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fd) the Company it has been advised that the Agent each Underwriter is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agentsuch Underwriter, and not on behalf of the Company. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BIOLINERX, LTD. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial & Operating Officer BioLineRx Ltd. Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXX CAPITAL PARTNERS, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Head of Equity Capital Markets [SIGNATURE PAGE] BIOLINERX, LTD. – UNDERWRITING AGREEMENT SCHEDULE 1 Underwriter Total Number of Firm ADSs to be Purchased Number of Additional ADSs to be Purchased if the Over-Allotment Option is Fully Exercised Xxxx Capital Partners, LLC 6,552,000 982,800 Maxim Group LLC 1,848,000 277,200 TOTAL 8,400,000 1,260,000 SCHEDULE 2-A Pricing Information Number of Firm ADSs: 8,400,000 Number of Option ADSs: 1,260,000 Public Offering Price per Share: $2.50 Underwriting Discount per Share: $6.0% Proceeds to Company per Share (before expenses): $2.35 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch. 2-B SCHEDULE 3 List of Lock-Up Parties Xxxxxxxx Xxxxxxxx, Ph.D. Xxxxxx Xxxxxx Xxxx Xxxxxxx, Ph.D. Xxxxx Xxxxxx, M.D. Xxxxx Xxxxx Xxxxxx Xxxxxxxx, Ph.D. Xxxxxxx Xxxxxxxx, Ph.D. XX Xxxxxxx, Ph.D. Xxxxxxx X. Xxxxxx, Ph.D. Xxxxxxx Xxxxxx, M.D. Xxxxx Xxxxxxxxx Xx. Xxxxxx Xxxxx, Ph.D. Sch. 3 EXHIBIT A Lock-Up Agreement March __, 2014 Xxxx Capital Partners, LLC 000 Xxx Xxxxxxxx Xxxxx Xxxxxxx Xxxxx, XX 00000; As Representative of the Several Underwriters Ladies and Gentlemen: This Lock-Up Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into among BiolineRx, Ltd., an Israeli corporation (the “Company”) and Xxxx Capital Partners, LLC, as representative (the “Representative”) of the underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters,” or each, an “Underwriter”), with respect to the proposed public offering of securities of the Company (the “Offering”), including American Depositary Shares (“ADSs”), each representing ten ordinary shares, par value NIS0.01 per share (the “Ordinary Shares”), of the Company (the “Offering”). Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Underwriting Agreement. In order to induce you to enter into the Underwriting Agreement, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the final prospectus supplement relating to the Offering, the undersigned will not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) with respect to, any ADSs or Ordinary shares or any other securities of the Company that are substantially similar to ADSs or Ordinary Shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs or Ordinary Shares or any other securities of the Company that are substantially similar to ADSs or Ordinary Shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of ADSs, Ordinary Shares or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing paragraph shall not apply to (a) the registration of the offer and sale of ADSs as contemplated by the Underwriting Agreement and the sale of the ADSs to the several Underwriters in the Offering, (b) bona fide gifts, provided the recipient thereof agrees in writing with the Representative to be bound by the terms of this Lock-Up Agreement, (c) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees in writing with the Representative to be bound by the terms of this Lock-Up Agreement, (d) transfers of ADSs or Ordinary Shares or securities convertible into ADSs or Ordinary Shares on death by will or intestacy or (e) sales or transfers of ADSs or Ordinary Shares solely in connection with the “cashless” exercise of Company stock options outstanding on the date hereof for the purpose of exercising such stock options (provided that any remaining ADSs or Ordinary Shares received upon such exercise will be subject to the restrictions provided for in this Lock-Up Agreement). For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersigned. In addition, the undersigned hereby waives any rights the undersigned may have to require registration of ADSs or Ordinary Shares in connection with the filing of a registration statement relating to the Offering. The undersigned further agrees that, for the Lock-Up Period, the undersigned will not, without the prior written consent of the Representative, make any demand for, or exercise any right with respect to, the registration of ADSs or Ordinary Shares or any securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares, or warrants or other rights to purchase ADSs or Ordinary Shares or any such securities. Notwithstanding the above, if (a) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Lock-Up Agreement shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release or the material news or material event occurs; provided, however, that this paragraph shall not apply if (i) the safe harbor provided by Rule 139 under the Act is available in the manner contemplated by Rule 2711(f)(4) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and (gii) within the 3 business days preceding the 15th calendar day before the last day of the Lock-Up Period, the Company delivers to the Representative a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that the Company’s ADSs are “actively traded securities,” within the meaning of Rule 2711(f)(4) of FINRA. The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of shares of the ADSs. If (i) the Company notifies you in writing that it does not intend to proceed with the Offering, (ii) the closing of the Offering does not occur prior to ninety (90) days from the date of this Lock-Up Agreement or (iii) for any reason the Underwriting Agreement shall be terminated prior to the Closing Date, this Lock-Up Agreement shall be terminated and the Company Representatives waiveundersigned shall be released from its obligations hereunder. Very truly yours, to the fullest extent permitted by law, any claims that they may have against the Agent or any (Name - Please Print) (Signature) (Name of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirectSignatory, in contractthe case of entities - Please Print) (Title of Signatory, tort or otherwisein the case of entities - Please Print) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.Address:

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Each of the Company and the Operating Partnership acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent that in connection with the transactions contemplated by this Agreement, the offer and sale of the Shares or any other services the Underwriters, the Forward Seller, the Forward Counterparty and that no fiduciaryany affiliate or affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be acting may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters, the Forward Seller, the Forward Counterparty and any affiliate or affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be acting: (i) no fiduciary or agency relationship between the Company (including and the Operating Partnership and any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”)other person, on the one hand, and the Agent Underwriters, the Forward Seller, the Forward Counterparty and any affiliate or affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be acting, on the other, has been created exists in connection with any activity that the Underwriters, the Forward Seller, the Forward Counterparty and any affiliate or will affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be created acting may undertake or have undertaken in respect of any furtherance of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters purchase and irrespective sale of the use of Company’s securities, either before or after the defined term “Agent;” date hereof; (bii) neither the Agent nor Underwriters, the Forward Seller, the Forward Counterparty and any of its affiliate or affiliates (including directors)through which the Underwriters, equity holdersthe Forward Seller and the Forward Counterparty may be acting are not acting as advisors, creditorsexpert or otherwise, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the Operating Partnership, including, without limitation, with respect to the determination of the public offering price of the Shares, and other terms the purchase and sale of any Placement executed the Shares pursuant to this Agreement, as well as including the terms determination of this Agreementthe initial public offering price of the Shares and any related discounts and commissions, are deemed acceptable is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters, the Forward Seller, the Forward Counterparty and any affiliate or affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be acting, on the other hand; (iii) any duties and obligations that the Underwriters, the Forward Seller, the Forward Counterparty and any affiliate or affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be acting may have to the Company and its counsel, following discussions the Operating Partnership shall be limited to those duties and arms-length negotiations with the Agentobligations specifically stated herein; and (div) the Company is capable of evaluating and understandingUnderwriters, and in fact has evaluatedthe Forward Seller, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, Forward Counterparty and any other transactions contemplated by this Agreement; (e) affiliate or affiliates through which the Company has been advised that Underwriters, the Agent Forward Seller and the Agent Representatives are engaged in a broad range of transactions which Forward Counterparty may involve be acting may have interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue Operating Partnership. Each of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, Operating Partnership 20613328.8 hereby waives any claims that they the Company and the Operating Partnership may have against the Agent Underwriters, the Forward Seller, the Forward Counterparty and any affiliate or affiliates through which the Underwriters, the Forward Seller and the Forward Counterparty may be acting with respect to any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by connection with this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representativesoffering.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Each of the Company and the Guarantors acknowledges and agrees that: that (ai) the Agent has been retained solely to act as a sales agent in connection with the purchase and sale of the Shares and that no fiduciary, advisory or agency relationship Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company (including any of and the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”)Guarantors, on the one hand, and the Agent Initial Purchasers, on the other, has been created or will be created in respect and each of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company Guarantors is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions the transaction contemplated by this Agreement; , (eii) in connection therewith and with the process leading to such transaction each Initial Purchaser is acting solely as a principal and not the agent or fiduciary of the Company or any of the Guarantors, (iii) no Initial Purchaser has assumed an advisory or fiduciary responsibility in favor of the Company or the Guarantors with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Initial Purchaser has advised or is currently advising the Company or any Guarantor on other matters) or any other obligation to the Company except the obligations set forth in this Agreement, (iv) the Initial Purchasers may have interests that differ from those of the Company has and the Guarantors, and the Company and the Guarantors have been advised that the Agent Initial Purchasers and the Agent Representatives are engaged their affiliates engage in a broad range of transactions which may involve interests that differ from those of the Company and the Guarantors and that the Agent and the Agent Representatives Initial Purchasers have no obligation to disclose any such interests and transactions to the Company and Guarantors by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (gv) each of the Company and the Guarantors has consulted its own legal and financial advisors to the extent they deemed appropriate. Each of the Company Representatives waiveand the Guarantors waives, to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives Initial Purchasers for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree agrees that the Agent and the Agent Representatives Initial Purchasers shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives Guarantors in respect of such a fiduciary duty claim or to any person asserting any claim of breach of any a fiduciary duty claim on behalf of or in right of the Company or any of the Guarantors, including stockholders, employees or creditors of the Company Representativesor any of the Guarantors, if applicable.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Each of the Company and the Guarantors acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the purchase and sale of the Shares Securities pursuant to this Agreement, including the determination of the offering price of the Securities and that no fiduciaryany related discounts and commissions, advisory or agency relationship is an arm’s-length commercial transaction between the Company (including any of and the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”)Guarantors, on the one hand, and the Agent several Underwriters, on the otherother hand, has been created or will be created in respect and the Company and the Guarantors are capable of any evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (b) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company and the Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company and the Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent such Underwriter has advised or is currently advising the Company and the Guarantors on other matters and irrespective of the use of the defined term “Agent;” (bmatters) neither the Agent nor or any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or other obligation to the Company or any Company Representative and the Guarantors except as the obligations expressly set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating several Underwriters and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to their respective affiliates may be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may that involve interests that differ from those of the Company and that the Agent Guarantors, and the Agent Representatives several Underwriters have no obligation to disclose any of such interests and transactions to the Company by virtue of any fiduciary, fiduciary or advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (ge) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby, and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Underwriters, or any of them, with respect to the subject matter hereof. The Company Representatives waiveand the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that they the Company and the Guarantors may have against the Agent or several Underwriters with respect to any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of connection with the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company RepresentativesAgreement.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Borrower hereby acknowledges and agrees that: that (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between Holdings, the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”)Borrower and its Subsidiaries, on the one hand, and the Agent Lenders, on the otherother hand, is intended to be or has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Agent Lenders has advised or is advising the Company Borrower on other matters and irrespective of the use of the defined term “Agent;” matters, (b) neither the Agent Lenders, on the one hand, and Holdings, the Borrower and its Subsidiaries, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor does the Borrower rely on, any fiduciary duty on the part of its affiliates (including directors)the Lenders, equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company Borrower is capable of evaluating and understanding, and in fact has evaluated, understands and accepts accepts, the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; , (ed) the Company Borrower has been advised that the Agent and the Agent Representatives Lenders are engaged in a broad range of transactions which that may involve interests that differ from those the interests of Holdings, the Company Borrower and its Subsidiaries and that the Agent and the Agent Representatives Lenders have no obligation to disclose any such interests and transactions to the Company Borrower by virtue of any fiduciary, advisory or agency relationship, or otherwise; and (fe) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waiveBorrower waives, to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives Lender for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree agrees that the Agent and the Agent Representatives each Lender shall have no liability (whether direct or indirect, in contract, tort or otherwise) to Holdings, the Company Borrower or any of the Company Representatives its Subsidiaries in respect of such a fiduciary duty claim or to any person asserting any claim of breach of any a fiduciary duty claim on behalf of or in right of Holdings, the Company Borrower, including their Subsidiaries, stockholders, employees or any of the Company Representativescreditors.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: (a) the Agent Representative has been retained solely to act as a sales agent an underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, Representative has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent Representative has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” matters; (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to the Securities set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) Representative and the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company has been advised that the Agent Representative and the Agent Representatives its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Company, and that the Agent and the Agent Representatives have Representative has no obligation to disclose any such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fd) the Company has been advised that the Agent Representative is acting, in respect of any Placement and the transactions contemplated by this Agreement, Agreement solely for the benefit of the AgentRepresentative, and not on behalf of the Company; (e) the Representative has not provided any legal, accounting, regulatory, or tax advice with respect to the offering contemplated hereby and the Company has consulted his, her or its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate; and (gf) the Company and the Company Representatives waive, waives to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives Representative for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement Agreement, and agree agrees that the Agent and the Agent Representatives Representative shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any such a fiduciary duty claim on behalf of or in right of the Company Company, including stockholders, employees or any creditors of the Company RepresentativesCompany.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges Trust and agrees the Manager acknowledge and agree that: (a) the Agent has been retained is acting solely to act as a sales agent in connection with the sale public offering of the Shares Placement Units and that in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary, fiduciary or advisory or agency relationship between the Company (including Trust and the Manager or any of the Company’s affiliates its respective affiliates, shareholders (including directorsor other equity holders), equity holders, creditors, creditors or employees or agents, hereafter, “Company Representatives”)any other party, on the one hand, and the Agent Agent, on the otherother hand, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the Agent has advised or is advising the Company Trust or the Manager on other matters matters, and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or has no obligation to the Company or any Company Representative Trust and the Manager with respect to the transactions contemplated by this Agreement except as the obligations expressly set forth in this Agreement; (cb) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company it is capable of evaluating and understanding, and in fact has evaluated, understands and accepts accepts, the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) neither the Company Agent nor its affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has been advised consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (d) it is aware that the Agent and the Agent Representatives its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Trust and that the Manager and the Agent and the Agent Representatives its affiliates have no obligation to disclose any such interests and transactions to the Company Trust and the Manager by virtue of any fiduciary, advisory or agency relationship, relationship or otherwise; and -31- (fe) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waiveit waives, to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives its affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in respect connection with the sale of any Placement or any of the transactions contemplated by Units under this Agreement and agree agrees that the Agent and the Agent Representatives its affiliates shall not have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives it in respect of such a fiduciary duty claim or to any person asserting any claim of breach of any a fiduciary duty claim on its behalf of or in right of it or the Company Trust and the Manager, employees or any creditors of Trust, other than in respect of the Company RepresentativesAgent’s obligations under this Agreement and to keep information provided by the Trust and the Manager to the Agent and the Agent’s counsel confidential to the extent not otherwise publicly-available. Notwithstanding the foregoing or anything herein to the contrary, the Agent or its representatives, may, if requested by any governmental, regulatory or self-regulatory agency or authority having jurisdiction over such entity, disclose such confidential information without notice to or consent from the Trust or the Manager. 25.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.

Absence of Fiduciary Relationship. The CompanyIn connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, having been advised by counselwaiver or other modification hereof or of any other Credit Document), the Borrower acknowledges and agrees agrees, and acknowledges its Affiliates’ understanding, that: (ai) (A) the Agent has been retained solely to act as a sales agent in connection with arranging and other services regarding this Agreement provided by the sale of Administrative Agent, the Shares Joint Lead Arrangers, and that no fiduciary, advisory or agency relationship the Lenders are arm’s-length commercial transactions between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”)Borrower and its respective Affiliates, on the one hand, and the Agent Administrative Agent, the Joint Lead Arrangers, and the Lenders, on the otherother hand, (B) the Borrower has been created or will be created in respect of any of the transactions contemplated by this Agreementconsulted its own legal, irrespective of whether the Agent has advised or is advising the Company on other matters accounting, regulatory and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation tax advisors to the Company or any Company Representative except as set forth in this Agreement; extent it has deemed appropriate, and (cC) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company Borrower is capable of evaluating and understandingevaluating, and in fact has evaluated, understands and accepts accepts, the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreementthe transactions contemplated hereby and by the other Credit Documents; (ii) (A) the Administrative Agent, the Joint Lead Arrangers and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Joint Lead Arrangers, nor any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated by this Agreementhereby except those obligations expressly set forth herein and in the other Credit Documents; and (eiii) the Company has been advised that Administrative Agent, the Agent Arranger, the Joint Lead Arrangers, the Lenders, and the Agent Representatives are their respective Affiliates may be engaged in a broad range of transactions which may that involve interests that differ from those of the Company Borrower and that its Affiliates, and neither the Agent and Administrative Agent, the Agent Representatives have no Joint Lead Arrangers, nor any Lender has any obligation to disclose any of such interests and transactions to the Company by virtue of any fiduciary, advisory Borrower or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that they it may have against the Agent or Administrative Agent, the Joint Lead Arrangers and the Lenders with respect to any of the Agent Representatives for breach of fiduciary duty or alleged breach of agency or fiduciary duty in respect connection with any aspect of any Placement or any of the transactions transaction contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.hereby. * * *

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: (a) the Agent each Underwriter has been retained solely to act as a sales agent underwriter in connection with the sale of the Shares Public Securities and that no fiduciary, advisory or agency relationship between the Company (including and any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, Underwriter has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent any Underwriter has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” matters; (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to the Public Securities set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) Underwriters and the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company it has been advised that the Agent each Underwriter and its affiliates constitute full service securities firms, engaging in a wide range of activities for their own accounts and the Agent Representatives are engaged in a broad range accounts of transactions which customers, including corporate finance, mergers and acquisitions, merchant banking, equity and fixed income sales, trading and research, derivatives, foreign exchange, futures, asset management, custody, clearance and securities lending, that may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no Underwriter has any obligation to disclose any such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) in the course of their businesses, the Underwriters and their affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products relating to, the Company, any prospective investor and other participants in the Offering; (e) at any given time each Underwriter and/or any of its affiliates may have been and/or be engaged by one or more entities that may be competitors with, or otherwiseotherwise adverse to, the Company in matters unrelated to the Offering; (f) consistent with applicable legal and regulatory requirements, each Underwriter has adopted policies and procedures to establish and maintain the Company independence of such Underwriter’s research departments and personnel and, as a result, each Underwriter’s research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company, prospective investors, the Offering and other participants in the Offering that differ from the views of such Underwriter’s investment banking personnel; and (g) it has been advised that the Agent each Underwriter is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agentsuch Underwriter, and not on behalf of the Company; and (g) the Company and the Company Representatives waive. In addition, nothing in this Agreement shall be construed to the fullest extent permitted by limit, subject to applicable law, any claims that they may have against the Agent ability of the Underwriters or their affiliates to (a) trade in the Company’s or any of the Agent Representatives for breach of fiduciary duty other company’s securities or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to publish research on the Company or any other company, subject to applicable law, or (b) pursue or engage in investment banking, financial advisory or other business relationships with entities that may be engaged in or contemplate engaging in, or acquiring or disposing of, businesses that are similar to or competitive with the business of the Company Representatives Company. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in respect the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BIONDVAX PHARMACEUTICALS LTD. By: Name: Title: Confirmed as of any person asserting any claim of breach of any fiduciary duty the date first written above mentioned, on behalf of or in right itself and as Representative of the several Underwriters named on Schedule 1 hereto: XXXXXX XXXXXX & CO., LLC By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm ADSs to be Purchased Number of Additional ADSs to be Purchased if the Additional ADS Option is Fully Exercised Xxxxxx Xxxxxx & Co., LLC 1,500,000 166,667 TOTAL SCHEDULE 2-A Pricing Information Number of Firm ADSs: 1,500,000 Number of Option ADSs: 166,667 Public Offering Price per ADS: $6.00 Underwriting Discount per ADS: $0.33(1) Proceeds to Company or any of the Company Representatives.per ADS (before expenses): $5.67(2) _____

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) each of the Agent Agents has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent Agents on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has Agents have advised or is are advising the Company on other matters and irrespective of the use of the defined term terms “Agent” and “Agents;” (b) neither the Agent Agents nor any of its their respective affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the AgentAgents; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent Agents and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent Agents and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that each of the Agent Agents is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the such Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent Agents or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent Agents and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”)), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, agents (hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Each of the Company and the Operating Partnership acknowledges and agrees that: (a) a. the Agent has been retained is acting solely to act as a sales agent in connection with the sale public offering of the Placement Shares and that in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary, fiduciary or advisory or agency relationship between the Company (including Company, the Operating Partnership or any of the Company’s affiliates their respective affiliates, stockholders (including directorsor other equity holders), equity holders, creditors, creditors or employees or agents, hereafter, “Company Representatives”)any other party, on the one hand, and the Agent Agent, on the otherother hand, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the Agent has advised or is advising the Company or the Operating Partnership on other matters matters, and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or the Forward Purchaser has no obligation to the Company or any Company Representative the Operating Partnership with respect to the transactions contemplated by this Agreement except as the obligations expressly set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company b. it is capable of evaluating and understanding, and in fact has evaluated, understands and accepts accepts, the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (e) c. neither the Company Agent nor the Forward Purchaser has been advised not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that the Agent and the Agent Representatives its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Operating Partnership, and that the Agent and the Agent Representatives Forward Purchaser have no obligation to disclose any such interests and transactions to the Company it by virtue of any fiduciary, advisory or agency relationship, relationship or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waivee. it waives, to the fullest extent permitted by law, any claims that they it may have against the Agent or any of and the Agent Representatives Forward Purchaser for breach of fiduciary duty or alleged breach of fiduciary duty in respect connection with the sale of any Placement or any of the transactions contemplated by Shares under this Agreement and agree agrees that the Agent and the Agent Representatives Forward Purchaser shall not have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives it in respect of such a fiduciary duty claim or to any person asserting any claim of breach of any a fiduciary duty claim on its behalf of or in right of it or the Company or any the Operating Partnership, or employees or creditors of Company or the Operating Partnership, other than in respect of the Agent’s obligations under this Agreement and to keep information provided by the Company Representatives.and the Operating Partnership to the Agent, the Forward Purchaser and their counsel confidential to the extent not otherwise publicly-available. 25. Recognition of the U.S. Special Resolution Regime. 27

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: that (ai) the Agent CKCC has been retained solely to act as a sales agent underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, CKCC has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent CKCC has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreementmatters; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (dii) the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (eiii) the Company has been advised that the Agent CKCC and the Agent Representatives its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have CKCC has no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fiv) the Company CKCC has been advised that the Agent is actingnot provided any legal, in accounting, regulatory or tax advice with respect of any Placement and to the transactions contemplated by this AgreementAgreement and the Company has consulted its own legal, solely for accounting, regulatory and tax advisors to the benefit of the Agent, and not on behalf of the Companyextent it has deemed appropriate; and (gv) the Company and the Company Representatives waiveit waives, to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives CKCC, for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree agrees that the Agent and the Agent Representatives CKCC shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of to such fiduciary claim or to any person asserting any claim of breach of any a fiduciary duty claim on behalf of or in right of the Company, including shareholders, partners, employees or creditors of the Company. If the foregoing correctly sets forth the agreement between the Company or any and CKCC, please indicate your acceptance in the space provided for that purpose below. Very truly yours, TRI-VALLEY CORPORATION By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: President and Chief Executive Officer ACCEPTED as of the date first-above written: X. X. XXXXXX & COMPANY, INC. By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director SCHEDULE 1 FORM OF PLACEMENT NOTICE* From [ ] To: [ ] Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Tri-Valley Corporation (the “Company”) and X. X. Xxxxxx & Company, Inc. (“CKCC”) dated October __, 2010 (the “Agreement”), I hereby request on behalf of the Company Representativesthat CKCC sell up to [ ] shares of the Company’s Common Stock, par value $0.001 per share, at a minimum market price of $ per share on or before ____________, 201_ (but not more than ___________ shares on any single Trading Day and in no event exceeding the Maximum Amount, including the aggregate offering price of sales to be made under this Placement Notice, plus the aggregate offering price of all sales made previously under the Sales Agreement). [The Company may include such other sales parameters at it deems appropriate.] SCHEDULE 2 X. X. Xxxxxx & Company, Inc. Xxxxx Xxxxxx Xxxxx Xxxxxx Xxxx Xxxxxxx Xxxx Xxxxxx Cc: Xxxx Xxxxxxx Xxxxxxx Xxxxx Tri-Valley Corporation Xxxxxx X. Xxxxxxxxxx Xxxx Xxxxxx Cc: Xxx Xxxxxx SCHEDULE 3 COMPENSATION CKCC shall be paid a fee equal to 5.0% of the gross proceeds from the sales of the Shares. Exhibit 7(m)

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither of the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (cb) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counselCompany, following discussions and arms-length negotiations with the Agent; (dc) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (ec) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fd) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (ge) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.. ​

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: (a) the Agent has been retained Xxxxx-Xxxxxx is acting solely to act as a sales agent in connection with the sale public offering of the Placement Shares and that in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary, fiduciary or advisory or agency relationship between the Company (including or any of the Company’s affiliates its respective affiliates, stockholders (including directorsor other equity holders), equity holders, creditors, creditors or employees or agents, hereafter, “Company Representatives”)any other party, on the one hand, and the Agent Xxxxx-Xxxxxx, on the otherother hand, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent or not Xxxxx-Xxxxxx has advised or is advising the Company on other matters matters, and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or Xxxxx-Xxxxxx has no obligation to the Company or any Company Representative with respect to the transactions contemplated by this Agreement except as the obligations expressly set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company it is capable of evaluating and understanding, and in fact has evaluated, understands and accepts accepts, the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (e) Xxxxx-Xxxxxx has not provided any legal, accounting, regulatory or tax advice with respect to the Company transactions contemplated by this Agreement and it has been advised consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; it is aware that the Agent Xxxxx-Xxxxxx and the Agent Representatives its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have Xxxxx-Xxxxxx has no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, relationship or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waiveit waives, to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives Xxxxx-Xxxxxx for breach of fiduciary duty or alleged breach of fiduciary duty in respect connection with the sale of any Placement or any of the transactions contemplated by Shares under this Agreement and agree agrees that the Agent and the Agent Representatives Xxxxx-Xxxxxx shall not have no any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives it in respect of such a fiduciary duty claim or to any person asserting any claim of breach of any a fiduciary duty claim on its behalf of or in right of it or the Company, employees or creditors of Company, other than in respect of Xxxxx-Xxxxxx'x obligations under this Agreement and to keep information provided by the Company or any of to Xxxxx-Xxxxxx and Xxxxx-Xxxxxx'x counsel confidential to the Company Representativesextent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: (a) the Agent each Underwriter has been retained solely to act as a sales agent underwriter in connection with the sale of the Shares Public Securities and that no fiduciary, advisory or agency relationship between the Company (including and any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, Underwriter has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent any Underwriter has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” matters; (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to the Public Securities set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) Underwriters and the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company it has been advised that the Agent each Underwriter and its affiliates constitute full service securities firms, engaging in a wide range of activities for their own accounts and the Agent Representatives are engaged in a broad range accounts of transactions which customers, including corporate finance, mergers and acquisitions, merchant banking, equity and fixed income sales, trading and research, derivatives, foreign exchange, futures, asset management, custody, clearance and securities lending, that may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no Underwriter has any obligation to disclose any such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) in the course of their businesses, the Underwriters and their affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products relating to, the Company, any prospective investor and other participants in the Offering; (e) at any given time each Underwriter and/or any of its affiliates may have been and/or be engaged by one or more entities that may be competitors with, or otherwiseotherwise adverse to, the Company in matters unrelated to the Offering; (f) consistent with applicable legal and regulatory requirements, each Underwriter has adopted policies and procedures to establish and maintain the Company independence of such Underwriter’s research departments and personnel and, as a result, each Underwriter’s research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company, prospective investors, the Offering and other participants in the Offering that differ from the views of such Underwriter’s investment banking personnel; and (g) it has been advised that the Agent each Underwriter is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agentsuch Underwriter, and not on behalf of the Company; and (g) the Company and the Company Representatives waive. In addition, nothing in this Agreement shall be construed to the fullest extent permitted by limit, subject to applicable law, any claims that they may have against the Agent ability of the Underwriters or their affiliates to (a) trade in the Company’s or any of the Agent Representatives for breach of fiduciary duty other company’s securities or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to publish research on the Company or any other company, subject to applicable law, or (b) pursue or engage in investment banking, financial advisory or other business relationships with entities that may be engaged in or contemplate engaging in, or acquiring or disposing of, businesses that are similar to or competitive with the business of the Company Representatives Company. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in respect the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BERONI GROUP LIMITED By: Name: Title: Confirmed as of any person asserting any claim of breach of any fiduciary duty the date first written above mentioned, on behalf of or in right itself and as Representative of the several Underwriters named on Schedule 1 hereto: MAXIM GROUP, LLC By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Over-Allotment Option if Fully Exercised by the Representative Maxim Group LLC TOTAL Schedule 1 SCHEDULE 2-A Pricing Information Number of Firm Shares:______________ Number of Option Shares:____________ Public Offering Price per Share:__________ Underwriting Discount per Share:_________ Underwriting non-accountable expense allowance per Share:___________ Proceeds to Company or any per Share (before expenses):__________ Schedule 2-A SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Schedule 2-B SCHEDULE 2-C Written Testing-the-Waters Communications None. Schedule 2-C SCHEDULE 3 List of the Company Representatives.Lock-Up Parties

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: (a) the Agent each Underwriter has been retained solely to act as a sales agent underwriter in connection with the sale of the Shares Public Securities and that no fiduciary, advisory or agency relationship between the Company (including and any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, Underwriter has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent any Underwriter has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” matters; (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to the Public Securities set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) Underwriters and the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company it has been advised that the Agent each Underwriter and its affiliates constitute full service securities firms, engaging in a wide range of activities for their own accounts and the Agent Representatives are engaged in a broad range accounts of transactions which customers, including corporate finance, mergers and acquisitions, merchant banking, equity and fixed income sales, trading and research, derivatives, foreign exchange, futures, asset management, custody, clearance and securities lending, that may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no Underwriter has any obligation to disclose any such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) in the course of their businesses, the Underwriters and their affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products relating to, the Company, any prospective investor and other participants in the Offering; (e) at any given time each Underwriter and/or any of its affiliates may have been and/or be engaged by one or more entities that may be competitors with, or otherwiseotherwise adverse to, the Company in matters unrelated to the Offering; (f) consistent with applicable legal and regulatory requirements, each Underwriter has adopted policies and procedures to establish and maintain the Company independence of such Underwriter’s research departments and personnel and, as a result, each Underwriter’s research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company, prospective investors, the Offering and other participants in the Offering that differ from the views of such Underwriter’s investment banking personnel; and (g) it has been advised that the Agent each Underwriter is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agentsuch Underwriter, and not on behalf of the Company; and (g) the Company and the Company Representatives waive. In addition, nothing in this Agreement shall be construed to the fullest extent permitted by limit, subject to applicable law, any claims that they may have against the Agent ability of the Underwriters or their affiliates to (a) trade in the Company’s or any of the Agent Representatives for breach of fiduciary duty other company’s securities or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to publish research on the Company or any other company, subject to applicable law, or (b) pursue or engage in investment banking, financial advisory or other business relationships with entities that may be engaged in or contemplate engaging in, or acquiring or disposing of, businesses that are similar to or competitive with the business of the Company Representatives Company. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in respect the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, IMMURON LIMITED By: Name: Title: Confirmed as of any person asserting any claim of breach of any fiduciary duty the date first written above mentioned, on behalf of or in right itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY A Division of Fordham Financial Management, Inc. By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm ADSs to be Purchased Number of Option ADSs to be Purchased if the Over-Allotment Option is Fully Exercised by the Representative ThinkEquity, a division of Fordham Financial Management, Inc. 339,130 50,869 TOTAL SCHEDULE 2-A Pricing Information Number of Firm ADSs: 339,130 Number of Option ADSs: 50,869 Public Offering Price per ADS: $ 4.00 Underwriting Discount per ADS: $ 0.28 Underwriting non-accountable expense allowance per ADS: $ 0.04 Proceeds to Company per ADS (before expenses): $ 3.68 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS [180 DAYS] FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING]. WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES IMMURON LIMITED Warrant ADSs: _______ Initial Exercise Date: ______, 2019 THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, ThinkEquity, a Division of Fordham Financial Management, Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2019 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Immuron Limited, a corporation formed under the laws of the Company RepresentativesCommonwealth of Australia (the “Company”), up to ______ ordinary shares, no par value per share (the “Ordinary Shares”), of the Company, as subject to adjustment hereunder (the “Warrant Shares”), represented by _____ American Depositary Shares (“ADS”), each forty (40) Ordinary Shares representing one ADS, as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: that (ai) the Agent Xxxx has been retained solely to act as a sales an agent in connection with the sale of the Shares and that no fiduciary, fiduciary or advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, Xxxx has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent Xxxx has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreementmatters; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (dii) the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (eiii) the Company has been advised that the Agent Xxxx and the Agent Representatives its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have Xxxx has no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fiv) the Company Xxxx has been advised that the Agent is actingnot provided any legal, in accounting, regulatory or tax advice with respect of any Placement and to the transactions contemplated by this AgreementAgreement and the Company has consulted its own legal, solely for accounting, regulatory and tax advisors to the benefit of the Agent, and not on behalf of the Companyextent it has deemed appropriate; and (gv) the Company and the Company Representatives waiveit waives, to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives Xxxx, for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree agrees that the Agent and the Agent Representatives Xxxx shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of to such fiduciary claim or to any person asserting any claim of breach of any a fiduciary duty claim on behalf of or in right of the Company, including shareholders, partners, employees or creditors of the Company. 24 If the foregoing correctly sets forth the agreement between the Company or any and Xxxx, please indicate your acceptance in the space provided for that purpose below. Very truly yours, ROYALE ENERGY, INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Co-President and Co-Chief Executive Officer ACCEPTED as of the date first-above written: XXXX CAPITAL PARTNERS, LLC By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director SCHEDULE 1 FORM OF PLACEMENT NOTICE* From [ ] To: [ ] Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Royale Energy, Inc. (the “Company”) and Xxxx Capital Partners, LLC (“Xxxx”) dated April __, 2014 (the “Agreement”), I hereby request on behalf of the Company Representativesthat Xxxx sell up to [ ] shares of the Company’s Common Stock at a minimum market price of $ per share on or before ____________, 201_ (but not more than ___________ shares on any single Trading Day and in no event exceeding the Maximum Amount, including the aggregate offering price of sales to be made under this Placement Notice, plus the aggregate offering price of all sales made previously under the Sales Agreement). [The Company may include such other sales parameters at it deems appropriate.] SCHEDULE 2 Xxxx Capital Partners, LLC Xxxxxx Xxxx Xxx Xxxxxx Xxxx Xxxxxxx Cc: Xxxx Xxxxxxx Royale Energy, Inc. Xxxxxxx X. Xxxxxx SCHEDULE 3 COMPENSATION Xxxx shall be paid a fee equal to 3.5% of the gross proceeds from the sales of the Shares. Exhibit 7(m)

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: (a) the Agent each Underwriter has been retained solely to act as a sales agent underwriter in connection with the sale of the Shares Public Securities and that no fiduciary, advisory or agency relationship between the Company (including and any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, Underwriter has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent any Underwriter has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” matters; (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to the Public Securities set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) Underwriters and the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company it has been advised that the Agent each Underwriter and its affiliates constitute full service securities firms, engaging in a wide range of activities for their own accounts and the Agent Representatives are engaged in a broad range accounts of transactions which customers, including corporate finance, mergers and acquisitions, merchant banking, equity and fixed income sales, trading and research, derivatives, foreign exchange, futures, asset management, custody, clearance and securities lending, that may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no Underwriter has any obligation to disclose any such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) in the course of their businesses, the Underwriters and their affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products relating to, the Company, any prospective investor and other participants in the Offering; (e) at any given time each Underwriter and/or any of its affiliates may have been and/or be engaged by one or more entities that may be competitors with, or otherwiseotherwise adverse to, the Company in matters unrelated to the Offering; (f) consistent with applicable legal and regulatory requirements, each Underwriter has adopted policies and procedures to establish and maintain the Company independence of such Underwriter’s research departments and personnel and, as a result, each Underwriter’s research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company, prospective investors, the Offering and other participants in the Offering that differ from the views of such Underwriter’s investment banking personnel; and (g) it has been advised that the Agent each Underwriter is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agentsuch Underwriter, and not on behalf of the Company; and (g) the Company and the Company Representatives waive. In addition, nothing in this Agreement shall be construed to the fullest extent permitted by limit, subject to applicable law, any claims that they may have against the Agent ability of the Underwriters or their affiliates to (a) trade in the Company’s or any of the Agent Representatives for breach of fiduciary duty other company’s securities or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to publish research on the Company or any other company, subject to applicable law, or (b) pursue or engage in investment banking, financial advisory or other business relationships with entities that may be engaged in or contemplate engaging in, or acquiring or disposing of, businesses that are similar to or competitive with the business of the Company Representatives Company. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in respect the space provided below. Very truly yours, Belite Bio, Inc By: Name: Title: Confirmed as of any person asserting any claim of breach of any fiduciary duty the date first written above mentioned, on behalf of or in right itself and as Representative of the Company or any several Underwriters named on Schedule 1 hereto: The Benchmark Company, LLC By: Name: Title: On behalf of each of the Underwriters SCHEDULE 1 Underwriter Total Number of Firm ADS to be Purchased Total Number of Option ADS to be Purchased The Benchmark Company, LLC [•] [•] Total: [•] [•] SCHEDULE 2-A Pricing Information Number of Firm ADS: [●] Number of Option ADS: [●] Public Offering Price per ADS: $[●] Underwriting Discount per ADS: 7.5% Underwriting Discount per ADS (for investors on Schedule 3 only): 3.75% Proceeds to Company Representatives.per ADS (before expenses): $[●] Proceeds to Company per ADS (before expenses) (for investors on Schedule 3 only): $[●] SCHEDULE 2-B Issuer General Use Free Writing Prospectuses Free Writing Prospectus, filed with the Commission on April 20, 2022 SCHEDULE 2-C Written Testing the Waters Communications None SCHEDULE 3 List of Company Investors Lin Bioscience International Ltd. SCHEDULE 4

Absence of Fiduciary Relationship. The CompanyEach of Holdings, having been advised by counsel, the Borrower and the other Loan Parties hereby acknowledges and agrees that: that (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”)Loan Parties and their respective Affiliates, on the one hand, and the Agent Agent, the Joint Lead Arrangers, the Lenders, the Issuing Bank and their respective Affiliates, on the otherother hand, is intended to be or has been created or will be created in respect of any of the transactions contemplated by this AgreementAgreement and the other Loan Documents, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent Agent, the Joint Lead Arrangers, the Lenders and the Issuing Bank, on the one hand, and the Loan Parties, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do any of its affiliates (including directors)the Loan Parties rely on, equity holdersany advisory or fiduciary duty on the part of the Agent, creditorsthe Joint Lead Arrangers, employees the Lenders or agentsthe Issuing Bank, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company it is capable of evaluating and understanding, and in fact has evaluated, understands and accepts accepts, the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; Agreement and the other Loan Documents, (ed) the Company it has been advised that each of the Agent Agent, the Joint Lead Arrangers, the Lenders, the Issuing Bank and the Agent Representatives are their respective Affiliates is engaged in a broad range of transactions which that may involve interests that differ from those the interests of the Company Loan Parties and that none of the Agent and Agent, the Agent Representatives have no Joint Lead Arrangers, the Lenders, the Issuing Bank or their respective Affiliates has any obligation to disclose any such interests and transactions to any of the Company Loan Parties by virtue of any fiduciary, advisory or 189 agency relationship, and (e) none of the Agent, the Joint Lead Arrangers, the Lenders or otherwise; (f) the Company Issuing Bank has been advised that any obligation to the Agent is acting, in Loan Parties or their Affiliates with respect of any Placement and to the transactions contemplated by this Agreementthe Loan Documents, solely for the benefit of except those obligations expressly set forth therein or in any other express writing executed and delivered by the Agent, such Joint Lead Arranger, such Lender or such Issuing Bank, on the one hand, and not such Loan Party or such Affiliate, on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representativesother hand.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: (a) the Placement Agent has been retained solely to act as a sales agent Placement Agent in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Placement Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Placement Agent has advised or is advising the Company on other matters and irrespective of that the use of the defined term “Agent;” (b) neither the Placement Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to owes the Company or any Company Representative except as only those duties and obligations set forth in this Agreement; (cb) the price Share Purchase Price and Pre-Funded Warrant Purchase Price and other terms of any Placement executed pursuant to the Securities set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) Placement Agent and the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company it has been advised that the Placement Agent and the Agent Representatives its affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and that the Placement Agent and the Agent Representatives have has no obligation to disclose any such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; and (fd) the Company it has been advised that the Placement Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Placement Agent, and not on behalf of the Company; and (g) the Company and that the Placement Agents may have interests that differ from those of the Company. The Company Representatives waive, waives to the fullest full extent permitted by law, applicable law any claims that they it may have against the Placement Agent or any of the Agent Representatives for breach of fiduciary duty or arising from an alleged breach of fiduciary duty in respect of any Placement or any of connection with the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company RepresentativesOffering.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has Agents have been retained solely to act as a sales agent agents in connection with the sale issuance of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent Agents on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has Agents have advised or is are advising the Company on other matters and irrespective of the use of the defined term terms “Agent” and “Agents;” (b) neither the Agent Agents nor any of its their respective affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the AgentAgents; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent Agents and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent Agents and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is Agents are acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the AgentAgents, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent Agents or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent Agents and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, ​ creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: that (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory advisory, or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees and Prides is intended to be or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this AgreementCommitment Letter, irrespective of whether the Agent Prides has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” matters, (b) neither Prides, on the Agent one hand, and the Company, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to does the Company or rely on, any Company Representative except as set forth in this Agreement; fiduciary duty on the part of Prides, (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, the Company understands and accepts accepts, the terms, risks risks, and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; Commitment Letter, (ed) the Company has been advised that the Agent and the Agent Representatives are Prides is engaged in a broad range of transactions which that may involve interests that differ from those of the Company Company’s interests and that the Agent and the Agent Representatives Prides does not have no any obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; and (fe) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waivewaives, to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives Prides for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree agrees that the Agent and the Agent Representatives Prides shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of such a fiduciary duty claim or to any person asserting any claim of breach of any a fiduciary duty claim on behalf of or in right of the Company, including the Company’s stockholders, employees, or creditors. Additionally, the Company acknowledges and agrees that Prides is not advising the Company as to any legal, tax, investment, accounting, or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein, and Prides shall have no responsibility or liability to the Company with respect thereto. Any review by Prides of the Company,, the transactions contemplated herein, or other matters relating to such transactions will be performed solely for the benefit of Prides and shall not be on behalf of the Company or any of the Company Representativesits affiliates.

Absence of Fiduciary Relationship. The CompanyIn connection with all aspects of the Transactions (including in connection with any amendment, having been advised by counselwaiver or other modification hereof or of any other Loan Document), Company acknowledges and agrees that: (ai) (A) the Agent has been retained solely to act as a sales agent in connection with arranging and other services regarding this Agreement provided by the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, Agents and the Agent on the otherLenders comprise an arm’s-length business relationship that does not directly or indirectly give rise to, has been created nor does Company or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates Subsidiaries rely on, any fiduciary duty on the part of any Agent or the Lenders, (including directors)B) Company has consulted its own legal, equity holdersaccounting, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation regulatory and tax advisors to the Company or any Company Representative except as set forth in this Agreement; extent it has deemed appropriate, and (cC) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts accepts, the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreementthe Transactions; (ii) (A) each Agent and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Company or any of its Subsidiaries or any other transactions contemplated by this AgreementPerson and (B) neither any Agent nor any Lender has any obligation to Company or any of its Subsidiaries with respect to the Transactions except those obligations expressly set forth herein and in the other Loan Documents; and (eiii) the Company has been advised that the Agent Agents and the Agent Representatives are Lenders and their respective Affiliates may be engaged in a broad range of transactions which may that involve interests that differ from those of the Company and that the its Subsidiaries and neither any Agent and the Agent Representatives have no nor any Lender has any obligation to disclose any of such interests and transactions to the Company by virtue or any of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to its Subsidiaries. To the fullest extent permitted by law, Company hereby waives and releases any claims that they it may have against the any Agent or any of the Agent Representatives for Lender with respect to any breach of fiduciary duty or alleged breach of agency or fiduciary duty in respect connection with any aspect of any Placement or any of the transactions transaction contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.hereby. [Signature Pages Follow]

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.to

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges Company and agrees the Selling Stockholders acknowledge and agree that: (a) the Agent Underwriter has been retained solely to act as a sales agent Underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Selling Stockholders, the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, Underwriter has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has Underwriter have advised or is are advising the Company on other matters and irrespective of the use of the defined term “Agent;” matters; (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to the Shares set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, the Selling Stockholders following discussions and arms-length negotiations with the Agent; (d) Underwriter and the Selling Stockholders and the Company is are capable of evaluating and understanding, understanding and in fact has evaluated, understands understand and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company has and the Selling Stockholders have been advised that the Agent Underwriter and the Agent Representatives their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Selling Stockholders and that the Agent and the Agent Representatives have Underwriter has no obligation to disclose any such interests and transactions to the Company or the Selling Stockholders by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fd) the Company it has been advised that the Agent Underwriter is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agentits own behalf, and not on behalf of the Company or the Selling Stockholders; (e) the Underwriter is not advising the Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction; and (gf) the Company and the Company Representatives waive, Selling Stockholders waive to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives Underwriter shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives Selling Stockholders in respect of any person asserting any claim of breach of any such a fiduciary duty claim on behalf of or in right of either the Company Selling Stockholders or any the Company, including stockholders, employees or creditors of the Company RepresentativesCompany.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: that (ai) the Agent CKCC has been retained solely to act as a sales an agent in connection with the sale of the Shares and that no fiduciary, fiduciary or advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, CKCC has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent CKCC has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreementmatters; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (dii) the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (eiii) the Company has been advised that the Agent CKCC and the Agent Representatives its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have CKCC has no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fiv) the Company CKCC has been advised that the Agent is actingnot provided any legal, in accounting, regulatory or tax advice with respect of any Placement and to the transactions contemplated by this AgreementAgreement and the Company has consulted its own legal, solely for accounting, regulatory and tax advisors to the benefit of the Agent, and not on behalf of the Companyextent it has deemed appropriate; and (gv) the Company and the Company Representatives waiveit waives, to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives CKCC, for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree agrees that the Agent and the Agent Representatives CKCC shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of to such fiduciary claim or to any person asserting any claim of breach of any a fiduciary duty claim on behalf of or in right of the Company, including shareholders, partners, employees or creditors of the Company. If the foregoing correctly sets forth the agreement between the Company or any and CKCC, please indicate your acceptance in the space provided for that purpose below. Very truly yours, ROYALE ENERGY, INC. By: _________________________________ Name: Xxxxxx X. Xxxxxx Title: Co-President and Co-Chief Executive Officer By: ________________________________ Name: Xxxxxxx X. Xxxxxx Title: Co-President and Co-Chief Executive Officer ACCEPTED as of the date first-above written: X. X. XXXXXX & COMPANY, INC. By: __________________________________ Name: Xxxxxxxxx X. Xxxxxxx Title: Managing Director SCHEDULE 1 FORM OF PLACEMENT NOTICE* From [ ] To: [ ] Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Royale Energy, Inc. (the “Company”) and X. X. Xxxxxx & Company, Inc. (“CKCC”) dated February __, 2012 (the “Agreement”), I hereby request on behalf of the Company Representativesthat CKCC sell up to [ ] shares of the Company’s Common Stock at a minimum market price of $ per share on or before ____________, 2012 (but not more than ___________ shares on any single Trading Day and in no event exceeding the Maximum Amount, including the aggregate offering price of sales to be made under this Placement Notice, plus the aggregate offering price of all sales made previously under the Agreement). [The Company may include such other sales parameters at it deems appropriate.] SCHEDULE 2

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has Agents have been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent Agents on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has Agents have advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither none of the Agent Agents nor any of its their respective affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the AgentAgents; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent Agents and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent Agents and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is Agents are acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the AgentAgents, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent Agents or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent Agents and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives. Neither the Agent nor its affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: (a) the Agent each Underwriter has been retained solely to act as a sales agent underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including and any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, Underwriter has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent any Underwriter has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” matters; (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to the Shares set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) Underwriters and the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company it has been advised that the Agent each Underwriter and its affiliates constitute full service securities firms, engaging in a wide range of activities for their own accounts and the Agent Representatives are engaged in a broad range accounts of transactions which customers, including corporate finance, mergers and acquisitions, merchant banking, equity and fixed income sales, trading and research, derivatives, foreign exchange, futures, asset management, custody, clearance and securities lending, that may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no Underwriter has any obligation to disclose any such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) in the course of their businesses, the Underwriters and their affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products relating to, the Company, any prospective investor and other participants in the Offering; (e) at any given time each Underwriter and/or any of its affiliates may have been and/or be engaged by one or more entities that may be competitors with, or otherwiseotherwise adverse to, the Company in matters unrelated to the Offering; (f) consistent with applicable legal and regulatory requirements, each Underwriter has adopted policies and procedures to establish and maintain the Company independence of such Underwriter’s research departments and personnel and, as a result, each Underwriter’s research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company, prospective investors, the Offering and other participants in the Offering that differ from the views of such Underwriter’s investment banking personnel; and (g) it has been advised that the Agent each Underwriter is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agentsuch Underwriter, and not on behalf of the Company; and (g) the Company and the Company Representatives waive. In addition, nothing in this Agreement shall be construed to the fullest extent permitted by limit, subject to applicable law, any claims that they may have against the Agent ability of the Underwriters or their affiliates to (a) trade in the Company’s or any of the Agent Representatives for breach of fiduciary duty other company’s securities or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to publish research on the Company or any other company, subject to applicable law, or (b) pursue or engage in investment banking, financial advisory or other business relationships with entities that may be engaged in or contemplate engaging in, or acquiring or disposing of, businesses that are similar to or competitive with the business of the Company Representatives Company. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in respect the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, SU Group Holdings Limited By: /s/ Xxxx Xxxx Xxxx Name: Chief Executive Officer Title: Xxxx Xxxx Xxxx Confirmed as of any person asserting any claim of breach of any fiduciary duty the date first written above mentioned, on behalf of or in right itself and as Representative of the Company or any several Underwriters named on Schedule 1 hereto: The Benchmark Company, LLC By: /s/ Xxxx X. Xxxxx XXX Name: Xxxx X. Xxxxx XXX Title: Senior Managing Director SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased The Benchmark Company, LLC 1,250,000 Total: 1,250,000 SCHEDULE 2-A Pricing Information Number of Firm Shares: 1,250,000 Number of Optional Shares: 187,500 Public Offering Price per Share: $4.00 Underwriting Discount per Share: (i) $0.28 per share with respect to investors introduced to the Company Representatives.by the Underwriters and (ii) $0.16 per share with respect to investors introduced by the Company Non-accountable expense allowance per Share: $0.02 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. SCHEDULE 2-C Written Testing-the-Waters Communications None. SCHEDULE 3 List of Lock-Up Parties

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: (a) the Agent each Underwriter has been retained solely to act as a sales agent underwriter in connection with the sale of the Shares Public Securities and that no fiduciary, advisory or agency relationship between the Company (including and any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, Underwriter has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent any Underwriter has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” matters; (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to the Public Securities set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) Underwriters and the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company it has been advised that the Agent each Underwriter and its affiliates constitute full service securities firms, engaging in a wide range of activities for their own accounts and the Agent Representatives are engaged in a broad range accounts of transactions which customers, including corporate finance, mergers and acquisitions, merchant banking, equity and fixed income sales, trading and research, derivatives, foreign exchange, futures, asset management, custody, clearance and securities lending, that may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no Underwriter has any obligation to disclose any such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) in the course of their businesses, the Underwriters and their affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products relating to, the Company, any prospective investor and other participants in the Offering; (e) at any given time each Underwriter and/or any of its affiliates may have been and/or be engaged by one or more entities that may be competitors with, or otherwiseotherwise adverse to, the Company in matters unrelated to the Offering; (f) consistent with applicable legal and regulatory requirements, each Underwriter has adopted policies and procedures to establish and maintain the Company independence of such Underwriter’s research departments and personnel and, as a result, each Underwriter’s research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company, prospective investors, the Offering and other participants in the Offering that differ from the views of such Underwriter’s investment banking personnel; and (g) it has been advised that the Agent each Underwriter is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agentsuch Underwriter, and not on behalf of the Company; and (g) the Company and the Company Representatives waive. In addition, nothing in this Agreement shall be construed to the fullest extent permitted by limit, subject to applicable law, any claims that they may have against the Agent ability of the Underwriters or their affiliates to (a) trade in the Company’s or any of the Agent Representatives for breach of fiduciary duty other company’s securities or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to publish research on the Company or any other company, subject to applicable law, or (b) pursue or engage in investment banking, financial advisory or other business relationships with entities that may be engaged in or contemplate engaging in, or acquiring or disposing of, businesses that are similar to or competitive with the business of the Company Representatives Company. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in respect the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, GLOBAL BACKBONE TECHNOLOGY LTD. By: Name: Title: Confirmed as of any person asserting any claim of breach of any fiduciary duty the date first written above mentioned, on behalf of or in right itself and as Representative of the Company or any several Underwriters named on Schedule 1 hereto: WESTPARK CAPITAL, INC. By: Name: Title: SCHEDULE 1 Underwriter Total Number of Firm Shares to be Purchased Number of Option Shares to be Purchased if the Company Representatives.Over-Allotment Option if Fully Exercised by the Representative WestPark Capital, Inc. TOTAL Schedule 1 SCHEDULE 2-A Pricing Information Number of Firm Shares:

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: that (ai) the Agent CKCC has been retained solely to act as a sales agent underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, CKCC has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent CKCC has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreementmatters; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (dii) the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (eiii) the Company has been advised that the Agent CKCC and the Agent Representatives its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have CKCC has no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fiv) the Company CKCC has been advised that the Agent is actingnot provided any legal, in accounting, regulatory or tax advice with respect of any Placement and to the transactions contemplated by this AgreementAgreement and the Company has consulted its own legal, solely for accounting, regulatory and tax advisors to the benefit of the Agent, and not on behalf of the Companyextent it has deemed appropriate; and (gv) the Company and the Company Representatives waiveit waives, to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives CKCC, for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree agrees that the Agent and the Agent Representatives CKCC shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of to such fiduciary claim or to any person asserting any claim of breach of any a fiduciary duty claim on behalf of or in right of the Company, including shareholders, partners, employees or creditors of the Company. If the foregoing correctly sets forth the agreement between the Company or any and CKCC, please indicate your acceptance in the space provided for that purpose below. Very truly yours, TRI-VALLEY CORPORATION By: _____________________________ Name: Xxxxxx X. Xxxxxxxxxx Title: President and Chief Executive Officer ACCEPTED as of the date first-above written: X. X. XXXXXX & COMPANY, INC. By: _______________________ Name: Xxxxxxxxx X. Xxxxxxx Title: Managing Director SCHEDULE 1 FORM OF PLACEMENT NOTICE* From [ ] To: [ ] Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Tri-Valley Corporation (the “Company”) and X. X. Xxxxxx & Company, Inc. (“CKCC”) dated February __, 2011 (the “Agreement”), I hereby request on behalf of the Company Representativesthat CKCC sell up to [ ] shares of the Company’s Common Stock, par value $0.001 per share, at a minimum market price of $ per share on or before ____________, 201_ (but not more than ___________ shares on any single Trading Day and in no event exceeding the Maximum Amount, including the aggregate offering price of sales to be made under this Placement Notice, plus the aggregate offering price of all sales made previously under the Sales Agreement). [The Company may include such other sales parameters at it deems appropriate.] SCHEDULE 2

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Borrower hereby acknowledges and agrees that: that (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”)Borrower and its Subsidiaries, on the one hand, and the Agent Lenders, on the otherother hand, is intended to be or has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Agent Lenders has advised or is advising the Company Borrower on other matters and irrespective of the use of the defined term “Agent;” matters, (b) neither the Agent Lenders, on the one hand, and the Borrower and its Subsidiaries, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor does the Borrower rely on, any fiduciary duty on the part of its affiliates (including directors)the Lenders, equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company Borrower is capable of evaluating and understanding, and in fact has evaluated, understands and accepts accepts, the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; , (ed) the Company Borrower has been advised that the Agent and the Agent Representatives Lenders are engaged in a broad range of transactions which that may involve interests that differ from those the interests of the Company Borrower and its Subsidiaries and that the Agent and the Agent Representatives Lenders have no obligation to disclose any such interests and transactions to the Company Borrower by virtue of any fiduciary, advisory or agency relationship, or otherwise; and (fe) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waiveBorrower waives, to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives Lender for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree agrees that the Agent and the Agent Representatives each Lender shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company Borrower or any of the Company Representatives its Subsidiaries in respect of such a fiduciary duty claim or to any person asserting any claim of breach of any a fiduciary duty claim on behalf of or in right of the Company Borrower, including its Subsidiaries, stockholders, employees or any creditors. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: XXXX XXXXXXX CORPORATION By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Chief Financial Officer SIGNATURE PAGE – CREDIT AGREEMENT ADMINISTRATIVE AGENT: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President SIGNATURE PAGE – CREDIT AGREEMENT DOCUMENTATION AGENT: BANK OF MONTREAL, as a Documentation Agent By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director SIGNATURE PAGE – CREDIT AGREEMENT DOCUMENTATION AGENT: XXXXX FARGO BANK, N.A., as a Documentation Agent By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Vice President SIGNATURE PAGE – CREDIT AGREEMENT SYNDICATION AGENT: BANK OF AMERICA, N.A., as a Syndication Agent By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director SIGNATURE PAGE – CREDIT AGREEMENT SYNDICATION AGENT: DEUTSCHE BANK SECURITIES INC., as a Syndication Agent By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Associate By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director SIGNATURE PAGE – CREDIT AGREEMENT LENDER: JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President SIGNATURE PAGE – CREDIT AGREEMENT LENDER: BANK OF MONTREAL, as a Lender By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director SIGNATURE PAGE – CREDIT AGREEMENT LENDER: XXXXX FARGO BANK, N.A., as a Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Vice President SIGNATURE PAGE – CREDIT AGREEMENT LENDER: BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director SIGNATURE PAGE – CREDIT AGREEMENT LENDER: DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Director By: /s/ Xxxx X’Xxxxx Name: Xxxx X’Xxxxx Title: Director SIGNATURE PAGE – CREDIT AGREEMENT LENDER: BANK OF SCOTLAND plc, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President SIGNATURE PAGE – CREDIT AGREEMENT LENDER: COMPASS BANK, as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President SIGNATURE PAGE – CREDIT AGREEMENT LENDER: BNP PARIBAS, as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Director By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President SIGNATURE PAGE – CREDIT AGREEMENT LENDER: UNION BANK, N.A. (formerly known as Union Bank of California, N.A.), as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President SIGNATURE PAGE – CREDIT AGREEMENT LENDER: U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President LENDER: THE BANK OF NOVA SCOTIA, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director LENDER: COMERICA BANK, as a Lender By: /s/ Xxxxxxxx X. XxXxxxx Name: Xxxxxxxx X. XxXxxxx Title: Vice President LENDER: SOCIETE GENERALE, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President LENDER: SUNTRUST BANK, as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President LENDER: BANK OF OKLAHOMA, as a Lender By: /s/ Xxx X. Xxxxxxxxxxx Name: Xxx X. Xxxxxxxxxxx Title: Senior Vice President SIGNATURE PAGE – CREDIT AGREEMENT LENDER: BARCLAYS BANK PLC, as a Lender By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Director SIGNATURE PAGE – CREDIT AGREEMENT LENDER: CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President By: /s/ Xxxxx-Xxxxx Xxxxxxxx Name: Xxxxx-Xxxxx Xxxxxxxx Title: Associate SIGNATURE PAGE – CREDIT AGREEMENT LENDER: XXXXXXX XXXXX BANK USA, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory SIGNATURE PAGE – CREDIT AGREEMENT LENDER: GUARANTY BANK AND TRUST COMPANY, as a Lender By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Senior Vice President SIGNATURE PAGE – CREDIT AGREEMENT ANNEX I LIST OF MAXIMUM CREDIT AMOUNTS Aggregate Maximum Credit Amounts Name of Lender Applicable Percentage Maximum Credit Amount JPMorgan Chase Bank, N.A. 6.64286 % $ 46,500,000.00 Bank of Montreal 6.00000 % $ 46,500,000.00 Xxxxx Fargo Bank, N.A. 6.64286 % $ 46,500,000.00 Bank of America, N.A. 6.64286 % $ 46,500,000.00 Deutsche Bank Trust Company Representatives.Americas 6.64286 % $ 46,500,000.00 Bank of Scotland plc 6.64286 % $ 46,500,000.00 Compass Bank 6.64286 % $ 46,500,000.00 BNP Paribas 6.64286 % $ 46,500,000.00 Union Bank, N.A. (formerly known as Union Bank of California, N.A.) 6.64286 % $ 46,500,000.00 U.S. Bank National Association 6.64286 % $ 46,500,000.00 Bank of Nova Scotia 5.00000 % $ 35,000,000.00 Comerica Bank 5.00000 % $ 35,000,000.00 Societe Generale 5.00000 % $ 35,000,000.00 SunTrust Bank 5.00000 % $ 35,000,000.00 Bank of Oklahoma N.A. 2.85714 % $ 20,000,000.00 Barclays Bank plc 2.85714 % $ 20,000,000.00 Credit Suisse AG, Cayman Islands Branch 2.85714 % $ 20,000,000.00 Xxxxxxx Sachs Bank USA 2.85714 % $ 20,000,000.00 Guaranty Bank and Trust Company 2.14286 % $ 15,000,000.00 TOTAL 100 % $ 700,000,000.00

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges Company and agrees the Selling Stockholder acknowledge and agree that: (a) the Agent has Representatives have been retained solely to act as a sales agent an underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company (including or any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, Selling Stockholder and the Agent on the other, has Representatives have been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has Representatives have advised or is are advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this AgreementSelling Stockholder on other matters; (cb) the price and other terms of any Placement executed pursuant to the Securities set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, the Selling Stockholder following discussions and arms-length negotiations with the Agent; (d) Representatives, and the Company and the Selling Stockholder is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company it has been advised that the Agent Representatives and the Agent Representatives their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Selling Stockholder and that the Agent and the Agent Representatives have no obligation to disclose any such interests interest and transactions to the Company or any Selling Stockholder by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fd) the Company it has been advised that the Agent is Representatives are acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the AgentRepresentatives and the other Underwriters, and not on behalf of the CompanyCompany or any Selling Stockholder; and (ge) the Company and the Company Representatives waiveit, he or she waives to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree agrees that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives Selling Stockholder in respect of any person asserting any claim of breach of any such a fiduciary duty claim on behalf of or in right of any Selling Stockholder or the Company Company, including stockholders, employees or any creditors of the Company RepresentativesCompany.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: (a) the Agent each Underwriter has been retained solely to act as a sales agent underwriter in connection with the sale of the Shares Securities and that no fiduciary, advisory or agency relationship between the Company (including and any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, Underwriter has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent any Underwriter has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” matters; (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to the Securities set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) Underwriters and the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company it has been advised that the Agent each Underwriter and the Agent Representatives its affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no Underwriter has any obligation to disclose any such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fd) the Company it has been advised that the Agent each Underwriter is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agentsuch Underwriter, and not on behalf of the Company. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, BIOLINERX LTD. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial and Operating Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: JMP SECURITIES LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director SCHEDULE 1 Underwriter Total Number of Firm ADSs to be Purchased Number of Additional ADSs to be Purchased if the Over-Allotment Option is Fully Exercised JMP Securities LLC 8,750,000 10,062,500 Xxxx Capital Partners, LLC 3,125,000 3,593,750 Maxim Group LLC 625,000 718,750 TOTAL 12,500,000 14,375,000 SCHEDULE 2-A Pricing Information Number of Firm ADSs: 12,500,000 Number of Option ADSs: 1,875,000 Public Offering Price per Share: $2.00 Underwriting Discount per Share: $0.12 Proceeds to Company per Share (before expenses): $1.88 SCHEDULE 2-B Issuer General Use Free Writing Prospectuses None. Sch.2-B SCHEDULE 3 List of Lock-Up Parties Xxxxxxxx Xxxxxxxx, Ph.D. Xxxxxx Xxxxxx Xxxx Xxxxxxx, Ph.D. Xxxxx Xxxxxx, M.D. Xxxxx Xxxxx Xxxxxx Xxxxxxxx, Ph.D. Xxxxxxx Xxxxxxxx, Ph.D. XX Xxxxxxx, Ph.D. Xxxxxxx X. Xxxxxx, Ph.D. Xxxxxxx Xxxxxx, M.D. Xxxxx Xxxxxxxxx Xx. Xxxxxx Xxxxx, Ph.D. EXHIBIT A Lock-Up Agreement March __, 2015 JMP Securities LLC 000 Xxxxxxxxxx Xxxxxx San Francisco, California 94111 As Representative of the Several Underwriters Ladies and Gentlemen: This Lock-Up Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into among BiolineRx, Ltd., an Israeli corporation (the “Company”) and JMP Securities LLC, as representative (the “Representative”) of the underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters,” or each, an “Underwriter”), with respect to the proposed public offering of securities of the Company (the “Offering”), including American Depositary Shares (“ADSs”), each representing ten ordinary shares, par value NIS0.01 per share (the “Ordinary Shares”), of the Company (the “Offering”). Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Underwriting Agreement. In order to induce you to enter into the Underwriting Agreement, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the final prospectus supplement relating to the Offering, the undersigned will not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) with respect to, any ADSs or Ordinary shares or any other securities of the Company that are substantially similar to ADSs or Ordinary Shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs or Ordinary Shares or any other securities of the Company that are substantially similar to ADSs or Ordinary Shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of ADSs, Ordinary Shares or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing paragraph shall not apply to (a) the registration of the offer and sale of ADSs as contemplated by the Underwriting Agreement and the sale of the ADSs to the several Underwriters in the Offering, (b) bona fide gifts, provided the recipient thereof agrees in writing with the Representative to be bound by the terms of this Lock-Up Agreement, (c) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees in writing with the Representative to be bound by the terms of this Lock-Up Agreement, (d) transfers of ADSs or Ordinary Shares or securities convertible into ADSs or Ordinary Shares on death by will or intestacy or (e) sales or transfers of ADSs or Ordinary Shares solely in connection with the “cashless” exercise of Company stock options outstanding on the date hereof for the purpose of exercising such stock options (provided that any remaining ADSs or Ordinary Shares received upon such exercise will be subject to the restrictions provided for in this Lock-Up Agreement). For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersigned. In addition, the undersigned hereby waives any rights the undersigned may have to require registration of ADSs or Ordinary Shares in connection with the filing of a registration statement relating to the Offering. The undersigned further agrees that, for the Lock-Up Period, the undersigned will not, without the prior written consent of the Representative, make any demand for, or exercise any right with respect to, the registration of ADSs or Ordinary Shares or any securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares, or warrants or other rights to purchase ADSs or Ordinary Shares or any such securities. Notwithstanding the above, if (a) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Lock-Up Agreement shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release or the material news or material event occurs; provided, however, that this paragraph shall not apply if (i) the safe harbor provided by Rule 139 under the Act is available in the manner contemplated by Rule 2711(f)(4) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and (gii) within the 3 business days preceding the 15th calendar day before the last day of the Lock-Up Period, the Company delivers to the Representative a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that the Company’s ADSs are “actively traded securities,” within the meaning of Rule 2711(f)(4) of FINRA. The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of shares of the ADSs. If (i) the Company notifies you in writing that it does not intend to proceed with the Offering, (ii) the closing of the Offering does not occur prior to ninety (90) days from the date of this Lock-Up Agreement or (iii) for any reason the Underwriting Agreement shall be terminated prior to the Closing Date, this Lock-Up Agreement shall be terminated and the Company Representatives waiveundersigned shall be released from its obligations hereunder. Very truly yours, to the fullest extent permitted by law, any claims that they may have against the Agent or any (Name - Please Print) (Signature) (Name of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirectSignatory, in contractthe case of entities - Please Print) (Title of Signatory, tort or otherwisein the case of entities - Please Print) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.Address:

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (affiliates, including directors), equity holders, creditors, employees or agents) (collectively, hereafter, the “Company Representatives”), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreementhereby, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” ”; (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agentsagents (collectively, hereafter, the “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreementherein; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreementhereby; (e) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreementhereby, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement hereby and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives. Neither the Agent nor any Agent Representative has provided any legal, accounting, tax or regulatory advice with respect to the transactions contemplated hereby, and the Company has consulted its own legal, accounting, tax and regulatory advisors to the extent it has deemed appropriate.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: that (ai) the Agent MCUSA has been retained solely to act as a underwriter or sales agent in connection with the sale of the Shares and that no fiduciary, advisory or other agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, MCUSA has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent MCUSA has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreementmatters; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (dii) the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (eiii) the Company has been advised that the Agent MCUSA and the Agent Representatives its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have MCUSA has no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fiv) the Company MCUSA has been advised that the Agent is actingnot provided any legal, in accounting, regulatory or tax advice with respect of any Placement and to the transactions contemplated by this AgreementAgreement and the Company has consulted its own legal, solely for accounting, regulatory and tax advisors to the benefit of the Agent, and not on behalf of the Companyextent it has deemed appropriate; and (gv) the Company and the Company Representatives waiveit waives, to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives MCUSA, for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree agrees that the Agent and the Agent Representatives MCUSA shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of to such fiduciary claim or to any person asserting any claim of breach of any a fiduciary duty claim on behalf of or in right of the Company, including shareholders, partners, employees or creditors of the Company. If the foregoing correctly sets forth the agreement between the Company or any and MCUSA, please indicate your acceptance in the space provided for that purpose below. Very truly yours, MEDICINOVA, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx, M.D., Ph.D. Title: President and Chief Executive Officer ACCEPTED as of the date first-above written: MACQUARIE CAPITAL (USA) INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxx Xxxxx Title: Executive Director MACQUARIE CAPITAL (USA) INC. By: /s/ Xxxxxxx Silverton Name: Xxxxxxx Silverton Title: Executive Director SCHEDULE 1 FORM OF ISSUANCE NOTICE From [ ] To: [ ] Gentlemen: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between Medicinova, Inc. (the “Company”) and Macquarie Capital (USA), Inc. (“MCUSA”) dated April 17, 2013 (the “Agreement”), I hereby request on behalf of the Company Representativesthat MCUSA [sell as an agent up to [—] shares of the Company’s Common Stock, par value $0.001 per share, at a minimum market price of $[—] per share on or before [— ], 201[—].1] Capitalized terms defined in the Agreement shall have the same meanings when used herein. The Company hereby confirms as of the date of this Issuance Notice: • The Prospectus, including the Incorporated Documents, as of the date hereof, does not, and as of the anticipated Settlement Date for the sale of such shares, will not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statement therein, in light of the circumstances under which they were made, not misleading. • The sale of shares as requested herein, pursuant to the Agreement, shall be subject to all of the representations, warranties, covenants and other terms and conditions of the Agreement, except to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and warranties set forth in the Agreement shall be deemed to have been made at and as of the date hereof and at and as of any Settlement Date. • The number of shares proposed for sale pursuant to this Issuance Notice does not exceed the Maximum Amount, including the aggregate offering price of sales to be made under this Issuance Notice, plus the aggregate offering price of all sales made previously under the Agreement. Please promptly confirm receipt of this Issuance Notice. 1 Alternate language for underwritten distribution: “purchase as principal for distribution [—] shares of the Company’s Common Stock, par value $0.001 per share, at a price of $[—] for settlement on [—].” Note that stated settlement date shall be T+2 from the Trading Day on which notice is given. XXXXXXXX 0 Xxxxxxxxx Xxxxxxx (XXX) Inc. Xxx Xxxxx: xxx.xxxxx@xxxxxxxxx.xxx Xxxx Xxxxx: xxxx.xxxxx@xxxxxxxxx.xxx Xxx Xxxxx: xxx.xxxxx@xxxxxxxxx.xxx Xxxxxxxxx Xxxxxx: xxxxxxxxx.xxxxxx@xxxxxxxxx.xxx Cc: (which shall not constitute notice for purpose of the Agreement) Xxxxxx Xxxxxxx: Xxxxxx.xxxxxxx@xxxxxxx.xxx Xxxxxxxxxx Xxxx: Xxxxxxxxxx.xxxx@xxxxxxx.xxx Medicinova, Inc. Xxxxxx Xxxxx, M.D., Ph.D.: xxxxx@xxxxxxxxxx.xxx Xxxxxxx Coffee: xxxxxx@xxxxxxxxxx.xxx Xxxxxxx Xxxxxxx: Xxxxxxx@xxxxxxxxxx.xxx Xxxx Xxxxxxx, Ph.D.: xxxxxxxx@xxxxxxxxxx.xxx Xxxxxx Xxxxxxx, M.D., Ph.D., MPH: xxxxxxx@xxxxxxxxxx.xxx Masatsune Okajima: xxxxxxx@xxxxxxxxxx.xxx Cc: (which shall not constitute notice for purpose of the Agreement) Xxxxxxx Xxxxxx: xxxxxxxx@xxxxxx.xxx SCHEDULE 3

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: that (ai) the Agent CKCC has been retained solely to act as a sales agent underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, CKCC has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent CKCC has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreementmatters; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (dii) the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (eiii) the Company has been advised that the Agent CKCC and the Agent Representatives its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have CKCC has no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fiv) the Company CKCC has been advised that the Agent is actingnot provided any legal, in accounting, regulatory or tax advice with respect of any Placement and to the transactions contemplated by this AgreementAgreement and it has consulted its own legal, solely for accounting, regulatory and tax advisors to the benefit of the Agent, and not on behalf of the Companyextent it has deemed appropriate; and (gv) the Company and the Company Representatives waiveit waives, to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives CKCC, for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree agrees that the Agent and the Agent Representatives CKCC shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of to such fiduciary claim or to any person asserting any claim of breach of any a fiduciary duty claim on behalf of or in right of the Company, including shareholders, partners, employees or creditors of the Company. If the foregoing correctly sets forth the agreement between the Company or any and CKCC, please indicate your acceptance in the space provided for that purpose below. Very truly yours, PURE BIOSCIENCE, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President, Chief Executive Officer and Interim Chief Financial Officer ACCEPTED as of the date first-above written: X. X. XXXXXX & COMPANY, INC. By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director SCHEDULE 1 FORM OF PLACEMENT NOTICE* From [ ] To: [ ] Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between PURE Bioscience, Inc. (the “Company”) and X. X. Xxxxxx & Company, Inc. (“CKCC”) dated April ___, 2011 (the “Agreement”), I hereby request on behalf of the Company Representativesthat CKCC sell up to [ ] shares of the Company’s Common Stock, par value $0.01 per share, at a minimum market price of $ per share on or before ____________, 201_ (but not more than ___________ shares on any single Trading Day). [The Company may include such other sales parameters at it deems appropriate.] SCHEDULE 2

Absence of Fiduciary Relationship. The Company, having been advised by counsel, acknowledges and agrees that: (a) the Agent has been retained solely to act as a sales agent in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company and its affiliates (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agentsagents (collectively, hereafter, the “Company Representatives”), on the one hand, and the Agent on the other, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agentsagents (collectively, hereafter, the “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent and the Agent Representatives are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company and the Company Representatives waive, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representatives.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: (ai) the Agent has been retained solely to act as a sales agent in connection with the purchase and sale of the Shares Securities pursuant to the Pricing Agreement, including the determination of the public offering price of the Securities and that no fiduciaryany related discounts and commissions, advisory or agency relationship is an arm’s-length commercial transaction between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent several Underwriters, on the otherother hand, has been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has advised or is advising the Company on other matters and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this the Pricing Agreement; (eii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company, or its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in the Pricing Agreement; (iv) the Company has been advised that the Agent several Underwriters and the Agent Representatives are their respective affiliates may be engaged in a broad range of transactions which may that involve interests that differ from those of the Company and that the Agent and the Agent Representatives several Underwriters have no obligation to disclose any of such interests and transactions to the Company by virtue of any fiduciaryadvisory, advisory agency or agency fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or otherwise; (f) tax advice with respect to the offering contemplated hereby and the Company has been advised that consulted its own legal, accounting, regulatory and tax advisors to the Agent is acting, in respect of any Placement extent it deemed appropriate. The Pricing Agreement supersedes all prior agreements and the transactions contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and understandings (gwhether written or oral) between the Company and the Company Representatives waiveseveral Underwriters, to the fullest extent permitted by law, any claims that they may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in them, with respect of any Placement or any of the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the subject matter hereof. EXHIBIT A Company or any Details : Avnet, Inc. Account Number 366650000 Registered Agent C T Corporation System Domestic Jurisdiction New York Agent Address 100 Xxxxxx Xxxxxx Xxx Xxxx, XX 00000 List of the Jurisdictions Jurisdiction Filing Date Service Registered Agent Alabama 10-24-1984 Foreign Representation The Corporation Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Alaska 02-20-1990 Foreign Representation C T Corporation System Arizona 03-04-1987 Foreign Representation C T Corporation System Arkansas 01-10-1995 Foreign Representation The Corporation Company or any of the California 06-28-1968 Foreign Representation C T Corporation System Colorado 11-19-1979 Foreign Representation The Corporation Company Representatives.Connecticut 07-16-1969 Foreign Representation C T Corporation System Florida 10-20-1980 Foreign Representation C T Corporation System Georgia 04-01-1969 Foreign Representation C T Corporation System Idaho 12-18-1996 Foreign Representation C T Corporation System Illinois 12-16-1964 Foreign Representation C T Corporation System Indiana 07-17-1980 Foreign Representation C T Corporation System Iowa 02-26-1990 Foreign Representation C T Corporation System Kansas 03-19-1969 Foreign Representation The Corporation Company, Inc. Kentucky 10-12-1984 Foreign Representation C T Corporation System

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: that (a) the Agent has been retained solely to act as a sales agent in connection with the sale Sales Price of the Shares Securities to be sold pursuant to this Agreement will not be established by the Agents, (b) the determination of the discounts and that no fiduciary, advisory or agency relationship commissions to be paid pursuant to this Agreement is an arm’s-length commercial transaction between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent Agents, on the otherother hand, has been created or will be created (c) in respect of connection with any sale contemplated hereby and the process leading to any such transaction, each of the transactions Agents are acting solely as sales agent and/or principal in connection with the distribution of the Securities and none of the Agents are the fiduciary of the Company, or its stockholders, creditors, employees or any other party, (d) the Agents have not assumed and will not assume an advisory or fiduciary responsibility in favor of the Company with respect to any sale contemplated by this Agreement, hereby or the process leading thereto (irrespective of whether the Agent has Agents have advised or is are currently advising the Company on other matters matters) and irrespective of the use of the defined term “Agent;” (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall Agents do not have any duty or obligation to the Company or with respect to any Company Representative sale contemplated hereby except as the obligations expressly set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to this Agreement, as well as the terms of this Agreement, are deemed acceptable to the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) the Company is capable of evaluating and understanding, and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other transactions contemplated by this Agreement; (e) the Company has been advised that the Agent Agents and the Agent Representatives are their respective affiliates may be engaged in a broad range of transactions which may that involve interests that differ from those of the Company Company, and that the Agent and the Agent Representatives have no obligation to disclose any such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (f) the Company has been advised that the Agent is actingAgents have not provided any legal, in accounting, regulatory or tax advice with respect of to any Placement and the transactions sale contemplated by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (g) the Company hereby and the Company Representatives waivehas consulted its own respective legal, accounting, regulatory and tax advisors to the fullest extent permitted by lawit deemed appropriate. Furthermore, any claims the Company agrees that they may it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Agents have against advised or are currently advising the Agent Company on related or any of other matters). The Company agrees that it will not claim that the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect Agents have rendered advisory services of any Placement nature or any of respect, or owe an agency, fiduciary or similar duty to the transactions contemplated by this Agreement and agree that the Agent and the Agent Representatives shall have no liability (whether direct or indirectCompany, in contract, tort connection with such transaction or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any fiduciary duty on behalf of or in right of the Company or any of the Company Representativesprocess leading thereto.

Absence of Fiduciary Relationship. The Company, having been advised by counsel, Company acknowledges and agrees that: (a) the Agent has Representatives have been retained solely to act as a sales agent an underwriter in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company (including any of the Company’s affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Company Representatives”), on the one hand, and the Agent on the other, has Representatives have been created or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent has Representatives have advised or is are advising the Company on other matters and irrespective of the use of the defined term “Agent;” matters; (b) neither the Agent nor any of its affiliates (including directors), equity holders, creditors, employees or agents, hereafter, “Agent Representatives”) shall have any duty or obligation to the Company or any Company Representative except as set forth in this Agreement; (c) the price and other terms of any Placement executed pursuant to the Shares set forth in this Agreement, as well as the terms of this Agreement, are deemed acceptable to Agreement were established by the Company and its counsel, following discussions and arms-length negotiations with the Agent; (d) Representatives and the Company is capable of evaluating and understanding, understanding and in fact has evaluated, understands and accepts the terms, risks and conditions of any Placement Notice to be executed pursuant to this Agreement, and any other the transactions contemplated by this Agreement; (ec) the Company it has been advised that the Agent Representatives and the Agent Representatives their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent and the Agent Representatives have no obligation to disclose any such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship, or otherwise; (fd) the Company it has been advised that the Agent is Representatives are acting, in respect of any Placement and the transactions contemplated by this Agreement, solely for the benefit of the AgentRepresentatives and the other Underwriters, and not on behalf of the Company; and (ge) the Company and the Company Representatives waive, it waives to the fullest extent permitted by law, any claims that they it may have against the Agent or any of the Agent Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any Placement or any of the transactions contemplated by this Agreement and agree agrees that the Agent and the Agent Representatives shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of the Company Representatives in respect of any person asserting any claim of breach of any such a fiduciary duty claim on behalf of or in right of the Company Company, including stockholders, employees or any creditors of the Company. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company Representatives.the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, Gaiam, Inc. By: /s/ XXXXX XXXXXXX Name: Xxxxx Xxxxxxx Title: Chief Administrative Officer Accepted as of the date hereof Xxxxxx Xxxxxx Partners LLC Xxxxx-Xxxxxx Capital Group LLC Jefferies & Company, Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: Xxxxxx Xxxxxx Partners LLC By: /s/ XXXX XXXXXX Name: Xxxx Xxxxxx Title: General Counsel SCHEDULE A Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxx Partners LLC 2,750,000 Xxxxx-Xxxxxx Capital Group LLC 1,125,000 Jefferies & Company, Inc. 1,125,000 Total 5,000,000 QuickLinks