EXHIBIT
10.30


 





XG
TECHNOLOGY, INC.


 


[__]
Units,


Each
Unit Consisting of One Share of Series B Convertible Preferred Stock


and


0.5
Warrants to Purchase One Share of Common Stock,


 


 


PLACEMENT
AGENCY AGREEMENT


 


 


February
[__], 2016


 


Ladies
and Gentlemen:


 


1.     Introductory.
xG Technology, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes,
pursuant to the terms of this Placement Agency Agreement (this “Agreement”) and the subscription agreements
in substantially the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into
with the purchasers identified therein (each a “Purchaser” and collectively, the “Purchasers”),
to sell to the Purchasers an aggregate of [__] Units (the “Units”), each Unit consisting of (A) one share of
Series B Convertible Preferred Stock, par value $0.00001 per share (the “Preferred Stock”), such Preferred
Stock to have the relative rights, preferences, limitations and other designations set forth in the Certificate of Designations,
Preferences and Rights attached hereto in Exhibit A (the “Certificate of Designations”), and (B) 0.5 Warrants
(the “Warrants”) to purchase one share (the “Warrant Shares”) of common stock, par value
$0.00001 per share (the “Common Stock”) in the form attached hereto as Exhibit B. The Common Stock issuable
upon the conversion of the Preferred Stock is herein referred to as the “Conversion Shares”. The Preferred
Stock and Warrants are collectively referred to herein as the “Securities”. The Units are more fully described
in the Prospectus (as defined below). The Company hereby confirms its agreement with Roth Capital Partners, LLC (the “Placement
Agent”) to act as sole placement agent in accordance with the terms and conditions hereof as set forth below.


 


2.     Agreement
to Act as Placement Agent; Placement of Securities. On the basis of the representations, warranties and agreements
of the Company herein contained, and subject to all the terms and conditions of this Agreement:


 


(a)     The
Company hereby engages the Placement Agent to act as its exclusive placement agent, on a reasonable “best efforts”
basis, in connection with the issuance and sale by the Company of the Securities (the “Offering”). Until the
Closing Date (defined below), the Company shall not, without the prior consent of the Placement Agent, solicit or accept offers
to purchase Securities, or securities convertible into or exercisable or exchangeable for Securities otherwise than through the
Placement Agent.


 


(b)     Under
no circumstances will the Placement Agent be obligated to purchase any Securities, for its own account and, in soliciting purchases
of Securities, the Placement Agent shall act solely as the Company’s agent and not as principal. The Company expressly acknowledges
and agrees that this Agreement does not in any way constitute a commitment by the Placement Agent to purchase any of the Securities
and does not ensure successful placement of the Securities or any portion thereof.


 






    	 		 



     


    

 





(c)     Subject
to the provisions of this Section 2, offers for the purchase of Securities may be solicited by the Placement Agent as agent for
the Company at such times and in such amounts as the Placement Agent deems advisable.


 


(d)     The
Securities are being sold to the Purchasers at the initial public offering price of $[●] per Unit. The purchases of the
Securities by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the parties thereto.


 


(e)     As
compensation for services rendered, on the Closing Date (as defined in Section 3(b) hereof) and pursuant to Section 3(a) hereof,
the Company shall pay to the Placement Agent a cash fee (the “Placement Fee”) in an aggregate amount equal
to eight percent (8.0%) of the gross proceeds received by the Company from the sale of the Units on such Closing Date. The Placement
Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering, the fees of which
shall be paid out of the Placement Fee.


 


(f)     No
Securities that the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for,
or sold by the Company, until such Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser.
If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted, the Company
shall indemnify and hold the Placement Agent harmless against any loss, claim or damage arising from or as a result of such default
by the Company.


 


3.     Delivery
and Payment.


 


(a)     Concurrently
with the execution and delivery of this Agreement, the Company, the Placement Agent and [__], as escrow agent (the “Escrow
Agent”), shall enter into an escrow agreement (the “Escrow Agreement”), pursuant to which an escrow
account (the “Escrow Account”) will be established for the benefit of the Company and the Purchasers. Prior
to the completion of the purchase and sale of the Securities pursuant to this Agreement and the Subscription Agreements (the “Closing”),
each such Purchaser shall deposit into the Escrow Account an amount equal to the product of (x) the number of Securities such
Purchaser has agreed to purchase and (y) the purchase price per Securities as set forth in the Subscription Agreements (the “Purchase
Amount”). The aggregate of such Purchase Amounts is herein referred to as the “Escrow Funds.” Any
checks or wire transfers received from Purchasers in the Offering by the Placement Agent shall be transmitted to the Escrow Account
by noon of the next business day following such receipt in compliance with Securities Exchange Act Rule 15c2-4. On the Closing
Date, upon satisfaction or waiver of all of the conditions to Closing, the Escrow Agent will disburse the Escrow Funds to the
Company and the Placement Agent as provided in the Escrow Agreement and Section 2(e) above, and the Company shall cause the Securities
to be delivered to the Purchasers.


 






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(b)     Subject
to the terms and conditions hereof, delivery of the Securities shall be made by the Company to the Purchasers, and payment of
the purchase price shall be made by the Purchasers, at the office of Robinson Brog Leinwand Greene Genovese & Gluck P.C.,
875 Third Avenue, 9th Floor, New York, NY 10022 (or at such other place as agreed upon by the Placement Agent and the
Company), at 10:00 a.m., New York City time, within [___] days of effectiveness of the Registration Statement on Form S-1 ([__]),
but in no event prior to the date on which the Escrow Agent shall have received all of the Escrow Funds (such date of delivery
and payment is hereinafter referred to as the “Closing Date”). The Securities shall be delivered, through the
facilities of [__], to such persons, and shall be registered in such name or names and shall be in such denominations, as the
Placement Agent may request by written notice to the Company at least one business day before the Closing Date. The cost of original
issue tax stamps and other transfer taxes, if any, in connection with the issuance and delivery of the Securities by the Company
to the respective Purchasers shall be borne by the Company.


 


4.     Representations
and Warranties of the Company. The Company represents and warrants to, and agrees with, the Placement Agent that:


 


(a)
Filing of Registration Statement. The Company has filed with Commission a registration statement, and an amendment
or amendments thereto, on Form S-1 (File No. 333-208650), including any related prospectus or prospectuses, for the registration
of the Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in
all material respects in conformity with the requirements of the Act and the rules and regulations of the Commission under the
Act (the “Securities Act Regulations”) and will contain all material statements that are required to be stated therein
in accordance with the Act and the Securities Act Regulations. Except as the context may otherwise require, such registration
statement, as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary
Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as
a part thereof or incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph
(b) of Rule 430A of the Securities Act Regulations (the “Rule 430A Information”)), is referred to herein as
the “Registration Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities
Act Regulations, then after such filing, the term “Registration Statement” shall include such registration statement
filed pursuant to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof.


 


Each
prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information
that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary
Prospectus.” The Preliminary Prospectus, subject to completion and filed with the Commission on [______________], that was
included in the Registration Statement immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus.”
The final prospectus in the form first furnished to the Placement Agent for use in the Offering is hereinafter called the “Prospectus.”
Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus
included in the Registration Statement.


 






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For
purposes of this Agreement:


 


“Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.


 


“Applicable
Time” means _____ p.m., Pacific Time, on ___________, 2016.


 


“Business
Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City.


 


“Commission”
means the U.S. Securities and Exchange Commission.


 


“Effective
Date” means each date and time that the Registration Statement, any post-effective amendment or amendments thereto became
or becomes effective.


 


“Execution
Time” means the date and time that this Agreement is executed and delivered by the parties to this Agreement.


 


“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities
Act Regulations (“Rule 433”), including without limitation any “free writing prospectus” (as defined in
Rule 405 of the Securities Act Regulations) relating to the Securities that is (i) required to be filed with the Commission by
the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or
not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because
it contains a description of the Securities or of the Offering that does not reflect the final terms, in each case in the form
filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s
records pursuant to Rule 433(g).


 


“Marketing
Materials” means written roadshow materials prepared by or on behalf of the Company and used or referred to by the Company
or with the Company’s express consent.


 


“Offering”
means the offering and sale of the Securities.


 


“Pricing
Disclosure Package” means any Issuer Free Writing Prospectus issued at or prior to the Applicable Time, the Pricing
Prospectus and the information included on Schedule I hereto, all considered together.


 






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“Registration
Statement” means the registration statement referred to in Section 1(a) hereof including exhibits and financial statements
and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed
part of such registration statement pursuant to Rule 430A, as amended, on each Effective Date and, in the event any post-effective
amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended.


 


“Rule
158,” “Rule 163,” “Rule 164,” “Rule 172,” “Rule 405,”
“Rule 415,” “Rule 424,” “Rule 430A,” “Rule 430B” and
“Rule 433” refer to such rules under the Act.


 


“SEC
Filings” means any filings made by the Company with the Commission.


 


“Trading
Day” means any day on which the Exchange is open for trading.


 


(b)
Exchange Act Registration. The Securities are registered pursuant to Section 12(b) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). The Company has taken no action designed to, or likely to have
the effect of, terminating the registration of the Securities under the Exchange Act, nor has the Company received any notification
that the Commission is contemplating terminating such registration.


 


(c)
Stock Exchange Listing. The Common Stock is listed on The NASDAQ Capital Market (the “Exchange”),
and the Company has taken no action designed to, or likely to, have the effect of delisting the Common Stock from the Exchange,
nor has the Company received any notification that the Exchange is contemplating terminating such listing except as otherwise
described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Company has filed an application
for the Listing of Additional Shares with the Exchange to list the shares of Common Stock included in the Securities.


 


(d)
No Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority
has issued any order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus
or has instituted or, to the Company’s knowledge, threatened to institute, any proceedings with respect to such an order.
The Company has complied with each request (if any) from the Commission for additional information.


 


(e)
Disclosures in Registration Statement.


 


(i)
Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all
material respects with the requirements of the Act and the Securities Act Regulations. Each Preliminary Prospectus, including
the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto,
and the Prospectus, at the time each was filed with the Commission, complied in all material respects with the requirements of
the Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Placement Agent for use in connection
with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T;


 






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(ii)
Neither the Registration Statement nor any amendment thereto, at the time each part thereto became effective pursuant to the Securities
Act Regulations, as of the date of this Agreement, at the Closing Date, contained, contains or will contain an untrue statement
of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading provided however that this representation and warranty shall not apply to statements made
or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the
Placement Agent by the Placement Agent expressly for use in the Registration Statement, the Pricing Prospectus or the Prospectus
or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf
of the Placement Agent consists solely of the name of the Placement Agent contained on the cover page of the Pricing Prospectus
and Prospectus (the “Placement Agent’s Information”);


 


(iii)
The Pricing Disclosure Package, as of the Applicable Time, as of the date of this Agreement, at the Closing Date, did not, does
not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this
representation and warranty shall not apply to the Placement Agent’s Information. Each Issuer Free Writing Prospectus does
not conflict with the information contained in the Registration Statement, the Preliminary Prospectus, the Pricing Prospectus
or the Prospectus, and each Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus
as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to the Placement Agent’s Information; and (iv) Neither the Prospectus
nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with
the Commission pursuant to Rule 424(b), at the Closing Date, included, includes or will include an untrue statement of a material
fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not
apply to the Placement Agent’s Information.


 


(f)
Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Pricing Disclosure
Package and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements
or other documents required by the Act and the Securities Act Regulations to be described in the Registration Statement, the Pricing
Disclosure Package and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have
not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is
a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed
by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s
knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification
or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company,
and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s
knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder.
To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments
will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental
authority, agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including,
without limitation, those relating to environmental laws and regulations.


 






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(g)
Prior Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of,
or for the benefit of, any person or persons controlling, controlled by or under common control with the Company, except as disclosed
in the Registration Statement, the Pricing Disclosure Package and the Preliminary Prospectus.


 


(h)
Regulations. The disclosures in the Registration Statement, the Pricing Disclosure Package and the Prospectus concerning
the effects of federal, state, local and all foreign regulation on the Offering and the Company’s business as currently
contemplated are correct in all material respects and no other such regulations are required to be disclosed in the Registration
Statement, the Pricing Disclosure Package and the Prospectus which are not so disclosed.


 


(i)
No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material
adverse change in the financial position or results of operations of the Company, nor any change or development that, singularly
or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition
(financial or otherwise), results of operations, business, assets or prospects of the Company (a “Material Adverse Change”);


 


(ii)
there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement; and
(iii) no officer or director of the Company has resigned from any position with the Company.


 


(j)
Recent Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the
Registration Statement, the Pricing Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated
herein or disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not: (i)
issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid
any dividend or made any other distribution on or in respect to its capital stock.


 


(k)
Disclosures in Commission Filings. Since August 17, 2015, (i) none of the Company’s filings with the Commission
contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; and (ii) the Company has made all filings
with the Commission required under the Exchange Act and the rules and regulations of the Commission promulgated thereunder (the
“Exchange Act Regulations”).


 


(l)
Independent Accountants. To the knowledge of the Company, Friedman LLP (the “Former Auditor”),
whose report is filed with the Commission as part of the Registration Statement, the Pricing Disclosure Package and the Prospectus,
and Marcum LLP (the “Current Auditor” and together with the “Former Auditor,” the “Auditors”)
is each an independent registered public accounting firm as required by the Act and the Securities Act Regulations and the Public
Company Accounting Oversight Board. Each of the Auditors has not, during the periods covered by the financial statements included
in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided to the Company any non-audit services,
as such term is used in Section 10A(g) of the Exchange Act.


 






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(m)
Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules included
in the Registration Statement, the Pricing Disclosure Package and the Prospectus, comply in all material respects with the requirements
of the Act and the Securities Act Regulations and fairly present the financial position and the results of operations of the Company
at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with U.S.
generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved (provided
that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in
the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement
present fairly the information required to be stated therein. Except as included therein, no historical or pro forma financial
statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the
Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes, if
any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly compiled and
prepared in accordance with the applicable requirements of the Act and the Securities Act Regulations and present fairly the information
shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate
to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement,
the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined
by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation
S-K of the Act, to the extent applicable. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus
discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other
relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on
the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures,
capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, (a) the Company has not incurred any material liabilities or obligations, direct or contingent,
or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid
any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the
capital stock of the Company, or, other than in the course of business, any grants under any stock compensation plan, and (d)
there has not been any material adverse change in the Company’s long-term or short-term debt. The interactive data in eXtensible
Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package
and the Prospectus truly, accurately and fairly presents the information called for in all material respects and has been prepared
in accordance with the Commission’s rules and guidelines applicable thereto.


 


(n)
Authorized Capital, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based
on the assumptions stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have
on the Closing Date the adjusted stock capitalization set forth therein. Except as set forth in, or contemplated by, the Registration
Statement, the Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing
Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued
shares of Common Stock of the Company or any security convertible or exercisable into shares of Common Stock of the Company, or
any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities.


 






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(o)
Valid Issuance of Securities, etc.


 


(i)
Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated
by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have
no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none
of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar
contractual rights granted by the Company. The outstanding shares of Common Stock and all other issued securities of the Company
conform in all material respects to all statements relating thereto contained in the Registration Statement, the Pricing Disclosure
Package and the Prospectus. The offers and sales of the outstanding shares of Common Stock and such issued securities were at
all relevant times either registered under the Act and the applicable state securities or “blue sky” laws or, based
in part on the representations and warranties of the purchasers of such securities, exempt from such registration requirements.


 


(ii)
Securities Sold Pursuant to this Agreement. The Securities have been duly authorized. The Conversion Shares, when
issued and delivered upon the due conversion of the applicable Preferred Stock, and the Warrant Shares, when issued and delivered
upon the due exercise of the applicable Warrants, will be validly issued, fully paid and non-assessable and free of any preemptive
or similar rights and will conform to the description thereof contained in the Registration Statement, the Pricing Disclosure
Package and the Prospectus. The Units conform to the description thereof contained in the Registration Statement, the Pricing
Disclosure Package and the Prospectus. All corporate action required to be taken for the authorization, issuance and sale of the
Securities has been duly and validly taken.


 


(iii)
Shares Underlying Preferred Stock and Warrants. The shares of Common Stock underlying (i) all existing warrants,
options and other convertible securities of the Company, (ii) the Preferred Stock and (iii) the Warrants have been duly authorized
for issuance, will conform to the description thereof in the Registration Statement, the Pricing Disclosure and the Prospectus,
have been validly reserved for future issuance and will, upon exercise of such existing securities, Preferred Stock and Warrants,
as applicable, and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not
have been issued in violation of or subject to preemptive or similar rights to subscribe for or purchase securities of the Company.
The issuance of such securities is not subject to any statutory preemptive rights under the laws of the State of Delaware or the
Company’s certificate of incorporation or bylaws as in effect at the time of issuance, rights of first refusal or other
similar rights of any security holder of the Company.


 


(iv)
Units, Preferred Stock and Warrants. The Units will constitute legal, valid and binding obligations of the Company.
The Preferred Stock will constitute legal, valid and binding obligations of the Company to issue, upon due conversion thereof,
the underlying securities in accordance with the terms of the respective Preferred Stock. The Warrants will constitute legal,
valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices
therefor, the underlying securities in accordance with the terms of the respective Warrant. The Units, Preferred Stock and Warrants
are and will be enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as
enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws;
and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor may be brought.


 






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(p)
Registration Rights of Third Parties. Except as set forth in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, or in any SEC Filings, no holders of any securities of the Company or any rights exercisable for or
convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities
of the Company under the Act or to include any such securities in a registration statement to be filed by the Company.


 


(q)
Validity and Binding Effect of Agreements. This Agreement has been duly and validly authorized by the Company, and,
when executed and delivered, will constitute, a valid and binding agreement of the Company, enforceable against the Company in
accordance with its terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar
laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may
be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding
therefor may be brought.


 


(r)
No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Warrants and
all respective ancillary documents thereunder, the consummation by the Company of the transactions herein and therein contemplated
and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice
or the lapse of time or both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute
a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance
upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party;
(ii) result in any violation of the provisions of the Company’s Amended and Restated Certificate of Incorporation (as the
same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate
any existing applicable law, rule, regulation, judgment, order or decree of any governmental authority as of the date hereof except
in the case of (i) or (ii), such as would not result in a Material Adverse Change.


 


(s)
No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant
or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other
agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the
Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject.
The Company is not in violation of any term or provision of its Charter or by-laws, or in violation of any franchise, license,
permit, applicable law, rule, regulation, judgment or decree of any governmental authority, except such as would not result in
a Material Adverse Change.


 






    	 	10	 



     


    

  


(t)
Corporate Power; Licenses; Consents.


 


(i)
Conduct of Business. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus
or such as would not result in a Material Adverse Change, the Company has all requisite corporate power and authority, and has
all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials
and bodies that it needs as of the date hereof to conduct its business purpose as described in the Registration Statement, the
Pricing Disclosure Package and the Prospectus.


 


(ii)
Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement
and the Warrants and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders
required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government
agency or other body is required for the valid issuance, sale and delivery of the Securities and the consummation of the transactions
and agreements contemplated by this Agreement and the Warrants and as contemplated by the Registration Statement, the Pricing
Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations
of the Financial Industry Regulatory Authority, Inc. (“FINRA”).


 


(u)
D&O Information. To the Company’s knowledge, all information concerning the Company’s directors,
officers and principal shareholders described in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
as well as in the Lock-Up Agreement (as defined below) provided to the Placement Agent, is true and correct in all material respects
and the Company has not become aware of any information which would cause such information to become materially inaccurate or
incorrect.


 


(v)
Litigation; Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation,
litigation or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company
or, to the Company’s knowledge, any executive officer or director which has not been disclosed in the Registration Statement,
the Pricing Disclosure Package and the Prospectus or in connection with the Company’s listing application for the listing
of the Conversion Shares or Warrant Shares on the Exchange.


 


(w)
Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing
under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in
each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except
where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material
Adverse Change.


 


(x)
Insurance. The Company carries or is entitled to the benefits of insurance, with reputable insurers, in such amounts
and covering such risks which the Company believes are adequate, and all such insurance is in full force and effect. The Company
has no reason to believe that it will not be able (i) to renew its existing insurance coverage as and when such policies expire
or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as
now conducted and at a cost that would not result in a Material Adverse Change.


 






    	 	11	 



     


    

  


(y)
Transactions Affecting Disclosure to FINRA.


 


(i)
Finder’s Fees. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting
or origination fee by the Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements,
agreements or understandings of the Company or, to the Company’s knowledge, any of its shareholders that may affect the
Placement Agent’s compensation, as determined by FINRA.


 


(ii)
Payments Within Twelve (12) Months. Except as described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person,
as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing
to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that
has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective
Date, other than the payment to the Placement Agent as provided hereunder in connection with the Offering.


 


(iii)
Use of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA
member or its affiliates, except as specifically authorized herein.


 


(iv)
FINRA Affiliation. Other than as disclosed on Schedule 1.1(y)(iv), there is no: (i) officer or director of the Company,
(ii) beneficial owner of 5% or more of any class of the Company’s securities or (iii) beneficial owner of the Company’s
unregistered equity securities which were acquired during the 180-day period immediately preceding the filing of the Registration
Statement that is an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance
with the rules and regulations of FINRA).


 


(v)
Information. All information provided by the Company in its FINRA questionnaire to the Placement Agent’s counsel
specifically for use by the Placement Agent’s counsel in connection with its Public Offering System filings (and related
disclosure) with FINRA is true, correct and complete in all material respects.


 


(z)
Foreign Corrupt Practices Act. Neither the Company nor, to the Company’s knowledge, any director, officer,
agent, employee or affiliate of the Company or any other person acting on behalf of the Company, has, directly or indirectly,
given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course
of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental
agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic or
foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection
with any actual or proposed transaction) that: (i) might subject the Company to any damage or penalty in any civil, criminal or
governmental litigation or proceeding, (ii) if not given in the past, might have had a Material Adverse Change or (iii) if not
continued in the future, might adversely affect the assets, business, operations or prospects of the Company. The Company has
taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply in
all material respects with the Foreign Corrupt Practices Act of 1977, as amended.


 






    	 	12	 



     


    

  


(aa)
Compliance with OFAC. Neither the Company nor, to the Company’s knowledge, any director, officer, agent, employee
or affiliate of the Company or any other person acting on behalf of the Company, is currently subject to any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will
not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such
proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any
person currently subject to any U.S. sanctions administered by OFAC.


 


(bb)
Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with
applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any governmental authority (collectively, the “Money
Laundering Laws”); and no action, suit or proceeding by or before any governmental authority involving the Company with
respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.


 


(cc)
Officer’s Certificate. Any certificate signed by any duly authorized officer of the Company and delivered
to you or to the Placement Agent’s counsel shall be deemed a representation and warranty by the Company to the Placement
Agent as to the matters covered thereby.


 


(dd)
Lock-Up Agreements. Schedule II hereto contains a complete and accurate list of the Company’s officers, directors
and each beneficial owner of at least 5% of the Company’s outstanding shares of Common Stock (or securities convertible
or exercisable into shares of Common Stock) (collectively, the “Lock-Up Parties”). The Company has caused each
of the Lock-Up Parties to deliver to the Placement Agent an executed Lock-Up Agreement, in the form attached hereto as Exhibit
C (the “Lock-Up Agreement”), prior to the execution of this Agreement.


 


(ee)
Subsidiaries. The Company has no direct or indirect subsidiaries.


 


(ff)
Related Party Transactions. There are no business relationships or related party transactions involving the Company
or any other person required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus
that have not been described as required.


 






    	 	13	 



     


    

  


(gg)
Board of Directors. The Board of Directors of the Company is comprised of the persons set forth under the heading
of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as
board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Sarbanes-Oxley
Act of 2002 and the rules promulgated thereunder (the “Sarbanes-Oxley Act”) applicable to the Company and the
listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as
an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.
In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined
under the listing rules of the Exchange.


 


(hh)
Sarbanes-Oxley Compliance.


 


(i)
Disclosure Controls. Other than as disclosed in our SEC Filings, the Company has developed and currently maintains disclosure
controls and procedures that will comply with Rule 13a-15 or 15d-15 under the Exchange Act Regulations, and such controls and
procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to
the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documents.


 


(ii)
Compliance. The Company is, or at the Applicable Time and on the Closing Date will be, in material compliance with
the provisions of the Sarbanes-Oxley Act applicable to it, and has implemented or will implement such programs and taken reasonable
steps to ensure the Company’s future compliance (not later than the relevant statutory and regulatory deadlines therefor)
with all of the material provisions of the Sarbanes-Oxley Act.


 


(iii)
Accounting Controls. The Company maintains systems of “internal control over financial reporting” (as
defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply with the requirements of the Exchange Act
and have been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing
similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient
to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific
authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP
and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or
specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. The Company’s
auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies
and material weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s
management; and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other
employees who have a significant role in the Company’s internal controls over financial reporting.


 






    	 	14	 



     


    

 





(ii)
No Investment Company Status. The Company is not and, after giving effect to the Offering and the application of
the proceeds thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be,
required to register as an “investment company,” as defined in the Investment Company Act of 1940, as amended.


 


(jj)
No Labor Disputes. No labor dispute with the employees of the Company exists or, to the knowledge of the Company,
is imminent.


 


(kk)
Intellectual Property Rights. The Company owns or possesses or has valid rights to use all patents, patent applications,
trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions,
trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of its business
as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To
the knowledge of the Company, no action or use by the Company necessary for the conduct of its business as currently carried on
and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license
or similar fees for, any Intellectual Property Rights of others. The Company has not received any notice alleging any such infringement,
fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually
or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation
or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to
the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in
or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any
such claim, that would, individually or in the aggregate, together with any other claims in this Section 1(kk), reasonably be
expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge
of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction
invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action,
suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company
is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together
with any other claims in this Section 1(kk), reasonably be expected to result in a Material Adverse Change; (D) there is no pending
or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates
or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any
written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim
that would, individually or in the aggregate, together with any other claims in this Section 1(kk), reasonably be expected to
result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been
in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment
agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with
a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken
by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate,
in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging
to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options,
licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be
set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The
Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description
of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being
used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any
of its officers, directors or employees, or otherwise in violation of the rights of any persons.


 






    	 	15	 



     


    

 





(ll)
Taxes. The Company has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior
to the date hereof or has duly obtained extensions of time for the filing thereof. The Company has paid all taxes (as hereinafter
defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company. The provisions
for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient
for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated
financial statements. Except as disclosed in writing to the Placement Agent, (i) no issues have been raised (and are currently
pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company and (ii) no waivers
of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company.
The term “taxes” means all federal, state, local, foreign and other net income, gross income, gross receipts, sales,
use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise,
severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges
of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto.
The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in
respect to taxes.


 


(mm)
ERISA Compliance. The Company and any “employee benefit plan” (as defined under the Employee Retirement
Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”))
established or maintained by the Company or its “ERISA Affiliates” (as defined below) are in compliance in all material
respects with ERISA. “ERISA Affiliate” means, with respect to the Company, any member of any group of organizations
described in Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published
interpretations thereunder (the “Code”) of which the Company is a member. No “reportable event”
(as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan”
established or maintained by the Company or any of its ERISA Affiliates. No “employee benefit plan” established or
maintained by the Company or any of its ERISA Affiliates, if such “employee benefit plan” were terminated, would have
any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company nor any of its ERISA Affiliates
has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of,
or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee
benefit plan” established or maintained by the Company or any of its ERISA Affiliates that is intended to be qualified under
Section 401(a) of the Code is so qualified and, to the knowledge of the Company, nothing has occurred, whether by action or failure
to act, which would cause the loss of such qualification.


 






    	 	16	 



     


    

  


(nn)
Compliance with Laws. The Company: (A) is and at all times has been in compliance with all statutes, rules or regulations
applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling,
promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured or distributed by the Company
(“Applicable Laws”), except as could not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Change; (B) has not received any notice of adverse finding, warning letter, untitled letter or other correspondence
or notice from any governmental authority alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates,
approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”);
(C) possesses all material Authorizations and such Authorizations are valid and in full force and effect and are not in material
violation of any term of any such Authorizations; (D) has not received notice of any claim, action, suit, proceeding, hearing,
enforcement, investigation, arbitration or other action from any governmental authority or third party alleging that any product,
service or activity is in violation of any Applicable Laws or Authorizations and has no knowledge that any such governmental authority
or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has not
received notice that any governmental authority has taken, is taking or intends to take action to limit, suspend, modify or revoke
any Authorizations and has no knowledge that any such governmental authority is considering such action; (F) has filed, obtained,
maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements
or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications,
records, claims, submissions and supplements or amendments were complete and correct on the date filed (or were corrected or supplemented
by a subsequent submission); and (G) has not, either voluntarily or involuntarily, initiated, conducted, or issued or caused to
be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, post-sale warning or other notice
or action relating to any product or any alleged product defect or violation and, to the Company’s knowledge, no third party
has initiated, conducted or intends to initiate any such notice or action.


 


(oo)
Ineligible Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at
the time of effectiveness of the Registration Statement and any amendment thereto, at the earliest time thereafter that the Company
or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations)
of any of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined
in Rule 405, without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that
the Company be considered an ineligible issuer.


 


(pp)
Smaller Reporting Company. As of the time of filing of the Registration Statement, the Company was a “smaller
reporting company,” as defined in Rule 12b-2 of the Exchange Act Regulations.


 


(qq)
Industry Data. The statistical and market-related data included in each of the Registration Statement, the Pricing
Disclosure Package and the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes
are reliable and accurate or represent the Company’s good faith estimates that are made on the basis of data derived from
such sources.


 


(rr)
Emerging Growth Company. Since the effectiveness of its Registration Statement on Form S-1 on July 18, 2013, the
Company has remained and currently is considered an “emerging growth company,” as defined in Section 2(a) of the Act
(an “Emerging Growth Company”).


 






    	 	17	 



     


    

  


(ss)
Testing-the-Waters Communications. The Company has not (i) alone engaged in any Testing-the-Waters Communications,
other than Testing-the-Waters Communications with the written consent of the Placement Agent and with entities that are qualified
institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning
of Rule 501 under the Act and (ii) authorized anyone other than the Placement Agent to engage in Testing-the-Waters Communications.
The Company confirms that the Placement Agent has been authorized to act on its behalf in undertaking Testing-the-Waters Communications.
The Company has not distributed any Written Testing-the-Waters Communications other than those listed on Schedule III hereto.
“Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in
reliance on Section 5(d) of the Act. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication
that is a written communication within the meaning of Rule 405 under the Act.


 


(tt)
Margin Securities. The Company owns no “margin securities” as that term is defined in Regulation U of
the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds
of Offering will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose
of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other
purpose which might cause any of the shares of Common Stock to be considered a “purpose credit” within the meanings
of Regulation T, U or X of the Federal Reserve Board.


 


5.     Certain
Agreements of the Company. The Company agrees with the Placement Agent that it will furnish to counsel for the Placement Agent
one copy of the registration statement relating to the Securities, including all exhibits, in the form it became effective and
of all amendments thereto and that, in connection with the offering of Securities.


 


(a)     Filing
of Prospectuses. The Company has filed or will file each Statutory Prospectus (including the Final Prospectus) pursuant
to and in accordance with Rule 424(b)(1) no later than the second business day following the earlier of the date of determination
of the offering price or the date it is first used after effectiveness in connection with a public offering or sales. The Company
has complied and will comply with Rule 433.


 


(b)     Filing
of Amendments; Response to Commission Requests. The Company will promptly advise the Placement Agent of any proposal to
amend or supplement the Registration Statement or any Statutory Prospectus until the completion of the purchase and sale of the
Securities contemplated herein and will afford the Placement Agent a reasonable opportunity to comment on any such proposed amendment
or supplement; and the Company will also advise the Placement Agent promptly of (i) the filing of any such amendment or supplement,
(ii) any request by the Commission or its staff for any amendment to the Registration Statement, for any supplement to any Statutory
Prospectus or for any additional information, (iii) the institution by the Commission of any stop order proceedings in respect
of the Registration Statement or the threatening of any proceeding for that purpose, and (iv) the receipt by the Company of any
notification with respect to the suspension of the qualification of the Securities (including the Securities) in any jurisdiction
or the institution or threatening of any proceedings for such purpose. The Company will use its best efforts to prevent the issuance
of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal
thereof.


 


(c)     Continued
Compliance with Securities Laws. If, at any time when a prospectus relating to the Securities is (or but for the exemption
in Rule 172 under the Act would be) required to be delivered under the Act in connection with sales by the Company to any Purchasers,
any event occurs as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of
a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or if it is necessary at any time to amend the Registration Statement or supplement
the Final Prospectus to comply with the Act, the Company will promptly notify the Placement Agent of such event and will promptly
prepare and file with the Commission and furnish, at its own expense, to the Placement Agent and, to the extent applicable, the
dealers and any other dealers upon request of the Placement Agent, an amendment or supplement which will correct such statement
or omission or an amendment which will effect such compliance. Neither the Placement Agent’s consent to, nor the Placement
Agent’s delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section
7 hereof.


 






    	 	18	 



     


    

  


(d)     Rule
158. As soon as practicable, but not later than 16 months, after the date of this Agreement, the Company will make generally
available to its securityholders an earnings statement covering a period of at least 12 months beginning after the date of this
Agreement and satisfying the provisions of Section 11(a) of the Act and Rule 158.


 


(e)     Furnishing
of Prospectuses. The Company will furnish to the Placement Agent copies of the Registration Statement, including all exhibits,
any Statutory Prospectus relating to the Securities, the Final Prospectus and all amendments and supplements to such documents,
in each case as soon as available and in such quantities as the Placement Agent reasonably requests. The Company will pay the
expenses of printing and distributing to the Placement Agent all such documents.


 


(f)     Blue
Sky Qualifications. The Company will arrange for the qualification of the Conversion Shares and Warrant Shares for sale
under the laws of such jurisdictions as the Placement Agent designate and will continue such qualifications in effect so long
as required for the distribution; provided that the Company will not be required to qualify as a foreign corporation or to file
a general consent to service of process in any such jurisdiction or take any action that would subject it to taxation in any such
jurisdiction where it is not then so subject.


 


(g)     Reporting
Requirements. During the period of five years after the date of the this Agreement, the Company will direct the Placement
Agent as soon as practicable after the end of each fiscal year, to a copy of its annual report to stockholders for such year;
and the Company will direct the Placement Agent (i) as soon as available, to a copy of each report and any definitive proxy statement
of the Company filed with the Commission under the Exchange Act or mailed to stockholders, and (ii) from time to time, such other
information concerning the Company as the Placement Agent may reasonably request in writing. However, so long as the Company is
subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act and is timely filing reports with
the Commission on its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), it is not required to furnish
such filed reports or statements to the Placement Agent required pursuant to subsection (i) above.


 


(h)     Payment
of Expenses. In accordance with and subject to the limitations contained in the Engagement Letter, the
Company has agreed to bear all fees, disbursements and expenses (including but not limited to all representations) in connection
with the Offering, including, without limitation, the Company’s legal and accounting fees and disbursements, the costs of
preparing, printing and delivering the registration statement on Form S-1, as amended, under the Securities Act of 1933,
as amended, the prospectus included therein and amendments, post-effective amendments and
supplements thereto. In addition, the Company will reimburse the Placement Agent for its reasonable out-of-pocket expenses, including
legal fees and disbursements of its counsel in connection with the purchase and sale of the Securities contemplated hereby; provided
that such reimbursement obligation shall not exceed $[125,000].


 






    	 	19	 



     


    

 





(i)     Use
of Proceeds. The Company will use the net proceeds received in connection with any offering of the Securities in the manner
described in the “Use of Proceeds” section of the General Disclosure Package.


 


(j)     Absence
of Manipulation. The Company will not take, directly or indirectly, any action designed to or that would constitute or
that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company
to facilitate the sale or resale of the Securities.


 


(k)     Restriction
on Sale of Securities. For the period specified below (the “Lock-Up Period”), the Company will not,
directly or indirectly, take any of the following actions with respect to its Common Stock or any securities convertible into
or exchangeable or exercisable for its Common Stock (“Lock-Up Securities”): (i) offer, sell, issue, contract
to sell, pledge or otherwise dispose of, Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or
grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that
transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put
equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16
of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or
publicly disclose the intention to take any such action, without the prior written consent of the Placement Agent, except issuances
of Lock-Up Securities pursuant to the conversion of convertible securities or the exercise of warrants or options, in each case
outstanding on the date of this Agreement, grants of employee stock options pursuant to the terms of a plan in effect on the date
of this Agreement, or issuances of Lock-Up Securities pursuant to the exercise of such options. The initial Lock-Up Period will
commence on the date hereof and continue for 90 days after the date hereof; provided, however, that if (1) during
the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating
to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release
earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up
Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or
the occurrence of the materials news or material event, as applicable, unless the Placement Agent waives, in writing, such extension.
The Company will provide the Placement Agent with notice of any announcement described above that gives rise to an extension of
the Lock-Up Period.


 


6.     Reserved.


 


7.     Conditions
of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder will be subject to the accuracy
of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements
of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and
to the following additional conditions precedent:


 






    	 	20	 



     


    

  


(a)     Registration
Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect,
and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by
the Commission; the Final Prospectus shall have been timely filed with the Commission under the Securities Act and in accordance
with this Agreement; and all requests by the Commission for additional information shall have been complied with to the reasonable
satisfaction of the Placement Agent.


 


(b)     Representations
and Warranties. The representations and warranties of the Company contained herein shall be true and correct on
the date hereof and on and as of the Closing Date, as the case may be; and the statements of the Company and its officers made
in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date.


 


(c)     Claims
Outstanding. The Placement Agent shall have received confirmation from Robinson Brog Leinwand Greene Genovese & Gluck
P.C. that there are no claims to which its representation has been sought and that are outstanding in respect of the Company.


 


(d)     No
Material Adverse Change. No event or condition of a type described in Section 4(i) hereof shall have occurred or
shall exist, which event or condition is not described in the General Disclosure Package (excluding any amendment or supplement
thereto) and the Final Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the
Placement Agent is so material and adverse that it makes it impracticable or inadvisable to proceed with the offering, sale or
delivery of the Securities on the Closing Date, on the terms and in the manner contemplated by this Agreement, the General Disclosure
Package and the Final Prospectus.


 


(e)     Officer’s
Certificate. The Placement Agent shall have received on and as of the Closing Date, a certificate of the chief
financial officer or chief accounting officer of the Company (i) confirming that such officer has carefully reviewed the Registration
Statement and the General Disclosure Package and the Final Prospectus and, to the best knowledge of such officers, the representations
set forth in Sections 4(b) and 4(e) hereof are true and correct, (ii) confirming that the other representations and warranties
of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date and (iii) to the effect set forth
in paragraphs (a) and (d) above.


 


(f)     Opinions
of Counsel for the Company. Robinson Brog Leinwand Greene Genovese & Gluck P.C., counsel for the Company, shall
have furnished to the Placement Agent, at the request of the Company, their written opinion, dated the Closing Date and addressed
to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent, to the effect set forth in Exhibit
B hereto.


 






    	 	21	 



     


    

  


(g)     Opinion
of Counsel for the Placement Agent. The Placement Agent shall have received on and as of the Closing Date an opinion
of Shearman & Sterling LLP, counsel for the Placement Agent, with respect to such matters as the Placement Agent may reasonably
request, and such counsel shall have received such documents and information as they may reasonably request to enable them to
pass upon such matters.


 


(h)     Opinion
of Counsel for the Company. The Placement Agent shall have received the opinion of Law Offices of Dennis L. Cook, PLLC,
special intellectual property counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory to
the Placement Agent and its counsel.


 


(i)     Opinion
of Counsel for the Company. The Placement Agent shall have received the opinion of Blooston, Mordkofsky, Dickens, Duffy
& Prendergast, LLP, general counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory
to the Placement Agent and its counsel.


 


(j)     No
Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have
been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing
Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall
have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities.


 


(k)     Good
Standing. The Placement Agent shall have received on and as of the Closing Date satisfactory evidence of the good standing
of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities
in such other jurisdictions as the Placement Agent may reasonably request, in each case in writing or any standard form of telecommunication
from the appropriate governmental authorities of such jurisdictions.


 


(l)     Subscription
Agreements. The Company shall have entered into the Subscription Agreements with each of the Purchasers, and such agreements
shall be in full force and effect.


 


(m)     Lock-up
Agreements. The “lock-up” agreements, each substantially in the form of Exhibit C hereto, between the
Placement Agent, the Company and certain shareholders, officers and directors of the Company relating to sales and certain other
dispositions of shares of the Company’s capital stock or certain other securities, delivered to the Placement Agent on or
before the date hereof, shall be full force and effect on the Closing Date.


 


(n)     Escrow
Agreement. The Company shall have entered into the Escrow Agreement with the Placement Agent and the Escrow Agent, and
such agreement shall be in full force and effect.


 






    	 	22	 



     


    

  


(o)     FINRA
Matters. The Financial Industry Regulatory Authority (“FINRA”) shall have confirmed that it has not
raised any objection with respect to the fairness and reasonableness of the placement agency terms and arrangements.


 


(p)     Comfort
Letters. The Company shall have requested and caused Friedman, LLP (“Friedman”) and Marcum LLP (“Marcum”),
to have furnished to the Placement Agent, at the Execution Time and at the Closing Date and any settlement date, letters (which
may refer to letters previously delivered to the Placement Agent), dated respectively as of the Execution Time and as of the Closing
Date and any settlement date, in form and substance satisfactory to the Placement Agent, confirming that each is an independent
registered public accounting firm within the meaning of the Act and the Exchange Act and covering, without limitation, in the
case of Friedman, the Company’s audited financial statements as of and for the years ended December 31, 2013 and December
31, 2014, and in the case of Marcum, the Company’s unaudited financial statements as of and for the nine-month period ended
September 30, 2015 and the various financial disclosures related thereto contained in the Registration Statement, the Preliminary
Prospectus, the Prospectus and the Issuer Free Writing Prospectuses, if any.


 


(q)     Material
Adverse Changes. Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration
Statement and the Prospectus, there shall not have been (A) any change or decrease specified in the letters referred to in paragraph
(p) of this Section 4 or (B) any Material Adverse Change, the effect of which, in any case referred to in clause (A) or (B) above,
is, in the sole judgment of the Placement Agent, so material and adverse as to make it impractical or inadvisable to proceed with
the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof),
the Pricing Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).


 


[(r)Listing
Form. The Company shall have filed a Listing of Additional Shares form with NASDAQ governing the shares of Common
Stock to be listed thereunder.]


 


(s)Additional
Documents. On or prior to the Closing Date, the Company shall have furnished to the Placement Agent such further
certificates and documents as the Placement Agent may reasonably request.


 


All
opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance
with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Placement Agent.


 






    	 	23	 



     


    

  


8.     Indemnification
and Contribution.


 


(a)
The Company agrees to indemnify, defend and hold harmless the Placement Agent, its affiliates, directors and officers and employees,
and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act (each, an “Indemnified Party”), from and against any losses, claims, damages or liabilities (including in settlement
of any litigation if such settlement is effected with the prior written consent of the Company) arising out of (i) an untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be
a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of
the Securities Act Regulations, or arise out of or are based upon the omission from the Registration Statement, or alleged omission
to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii)
an untrue statement or alleged untrue statement of a material fact contained in the Pricing Disclosure Package, the Prospectus,
or any amendment or supplement thereto (including any documents filed under the Exchange Act and deemed to be incorporated by
reference into the Registration Statement or the Prospectus), any Issuer Free Writing Prospectus or the Marketing Materials or
in any other materials used in connection with the offering of the Securities, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, and will reimburse such Indemnified Party for any legal
or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss, claim,
damage, liability or action; provided, however, that the Company shall not be liable in any such case to the extent that any such
loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission made in the Registration Statement, the Pricing Disclosure Package, the Prospectus, or any amendment or supplement
thereto, any Marketing Materials or any Issuer Free Writing Prospectus, in reliance upon and in conformity with the Placement
Agent’s Information.


 


(b)
The Placement Agent will indemnify, defend and hold harmless the Company, its affiliates, directors, officers and employees, and
each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each,
a “Placement Agent Indemnified Party”), from and against any losses, claims, damages or liabilities to which such
Placement Agent Indemnified Party may become subject, under the Act or otherwise (including in settlement of any litigation, if
such settlement is effected with the written consent of the Placement Agent), insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement, the Pricing Disclosure Package, the Prospectus, or any amendment or supplement thereto,
any Marketing Materials or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged
omission was made in the Registration Statement, the Pricing Disclosure Package, the Prospectus, or any amendment or supplement
thereto, any Marketing Materials or any Issuer Free Writing Prospectus in reliance upon and in conformity with the Placement Agent’s
Information, and will reimburse such Placement Agent Indemnified Party for any legal or other expenses reasonably incurred by
it in connection with defending against any such loss, claim, damage, liability or action.


 






    	 	24	 



     


    

 





(c)
Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection,
notify the indemnifying party in writing of the commencement thereof; but the failure to notify the indemnifying party shall not
relieve the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying
party has been materially prejudiced by such failure. In case any such action shall be brought against any indemnified party,
and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate
in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such
indemnified party of the indemnifying party’s election so to assume the defense thereof, the indemnifying party shall not
be liable to such indemnified party under such subsection for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof; provided, however, that if (i) the indemnified party has reasonably concluded (based
on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or
in addition to those available to the indemnifying party, (ii) a conflict or potential conflict exists (based on advice of counsel
to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will
not have the right to direct the defense of such action on behalf of the indemnified party), or (iii) the indemnifying party has
not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable
time after receiving notice of the commencement of the action, the indemnified party shall have the right to employ a single counsel
to represent it in any claim in respect of which indemnity may be sought under subsection (a) or (b) of this Section 8, in which
event the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed
to the indemnified party as incurred.


 


(d)
The indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment.
No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or
consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party
is a party or could be named and indemnity was or would be sought hereunder by such indemnified party, unless such settlement,
compromise or consent (a) includes an unconditional release of such indemnified party from all liability for claims that are the
subject matter of such action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability
or a failure to act by or on behalf of any indemnified party.


 






    	 	25	 



     


    

 





(e)
If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then the indemnifying party shall contribute to the amount paid or payable by such indemnified party
as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above, (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the one hand and the Placement Agent on the other hand
from the offering and sale of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and the Placement Agent on the other hand in connection with the statements or omissions
that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and the Placement Agent on the other hand shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total Placement Fee
received by the Placement Agent. The relative fault shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Company or the Placement Agent and the parties’ relevant intent, knowledge, access to information and opportunity
to correct or prevent such untrue statement or omission. The Company and the Placement Agent agree that it would not be just and
equitable if contributions pursuant to this subsection (e) were to be determined by pro rata allocation or by any other method
of allocation that does not take account of the equitable considerations referred to in the first sentence of this subsection
(e). The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending against any action or claim that is the subject of this subsection (e). Notwithstanding
the provisions of this subsection (e), the Placement Agent shall not be required to contribute any amount in excess of the amount
of the commissions actually received by the Placement Agent pursuant to this Agreement. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.


 





(f)
For purposes of this Agreement, the Placement Agent confirms, and the Company acknowledges, that there is no information concerning
the Placement Agent furnished in writing to the Company by the Placement Agent specifically for preparation of or inclusion in
the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, other than the
Placement Agent’s Information.


 


9.
Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties
and other statements of the Company or its officers and of the Placement Agent set forth in or made pursuant to this Agreement
will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf
of the Placement Agent, the Company or any of their respective representatives, officers or directors or any controlling person,
and will survive delivery of and payment for the Securities. In accordance with the Engagement Letter, if the sale and issuance
of the Securities by the Company hereunder are not consummated for any reason, the Company will reimburse the Placement Agent
for all out of pocket expenses (including fees and disbursements of counsel) reasonably incurred in connection with the offering
of the Securities, and the respective obligations of the Company and the Placement Agent pursuant to Section 8 hereof shall remain
in effect. In addition, if any Securities have been purchased under this Agreement and the Subscription Agreements, the representations
and warranties in Section 4 hereof and all obligations under Section 5 hereof shall also remain in effect.


 






    	 	26	 



     


    

  


10.
     Notices. All communications hereunder will be in writing and effective only on receipt,
and, if sent to the Placement Agent, mailed, delivered or telefaxed to:


 


Roth
Capital Partners, LLC


888
San Clemente Drive


Newport
Beach, CA 92660


Attention:
Lou Ellis


Facsimile:
(949) 720-7227


 


with
a copy to:


 


Shearman
& Sterling LLP


1460
El Camino Real, 2nd Floor


Menlo
Park, CA 94025


Attention:
Christopher M. Forrester


Facsimile:
(650) 838-5173


 


Or,
if sent to the Company, mailed, delivered or telefaxed to:


 


xG
Technology, Inc.


240
S. Pineapple Avenue, Suite 701


Sarasota,
FL 34236


Attention:
Roger G. Branton


Facsimile:
941-954-8595


 


with
a copy to:


 


Robinson
Brog Leiwand Greene Genovese & Gluck P.C.


875
Third Avenue – 9th Floor


New
York, NY 10022


Attention:
David E. Danovitch


Facsimile:
212-956-2164


 


11.     Successors.
This Agreement will inure to the benefit of and be binding upon parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder.


 


12.     Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement
and all of which, when taken together, will be deemed to constitute one and the same agreement. In the event that any signature
is delivered by facsimile transmission, electronic delivery, or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with
the same force and effect as if such facsimile, electronic copy, or “.pdf” signature page were an original thereof.


 






    	 	27	 



     


    

  


13.     Absence
of Fiduciary Relationship. The Company acknowledges and agrees that:


 


(a)     No
Other Relationship. The Placement Agent have been retained solely as an independent contractor to act as Placement Agent
in connection with the sale of Securities and that no fiduciary, advisory or agency relationship between the Company and the Placement
Agent has been created in respect of any of the transactions contemplated by this Agreement, any Subscription Agreement or the
Final Prospectus, irrespective of whether the Placement Agent have advised or is advising the Company on other matters;


 


(b)     Arm’s-Length
Negotiations. The price of the Securities set forth in this Agreement was established by the Company following discussions
and arm’s-length negotiations with the Placement Agent and the Company is capable of evaluating and understanding and understands
and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;


 


(c)     Absence
of Obligation to Disclose. The Company has been advised that the Placement Agent and their affiliates are engaged in a
broad range of transactions which may involve interests that differ from those of the Company and that the Placement Agent has
no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship;
and


 


(d)     Waiver.
The Company waives, to the fullest extent permitted by law, any claims it may have against the Placement Agent for breach
of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct
or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf
of or in right of the Company, including stockholders, employees or creditors of the Company.


 


14.     Amendment.
In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby. This Agreement, the Engagement Letter and the Subscription
Agreements constitute the entire agreements of the parties to this Agreement and supersede all prior and all contemporaneous agreements
(whether written or oral), understandings and negotiations with respect to the subject matter hereof. This Agreement may only
be amended or modified in writing, signed by all of the parties hereto, and no condition herein (express or implied) may be waived
unless waived in writing by each party whom the condition is meant to benefit.


 


15.     Applicable
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The Company
hereby submits to the non-exclusive jurisdiction of any court of the State of New York or the United States District Court located
in the City of New York, New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated
thereby. The Company irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising
out of or relating to this Agreement or the transactions contemplated thereby in any court of the State of New York or the United
States District Court located in the City of New York, New York and irrevocably and unconditionally waives and agrees not to plead
or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. Each
party hereto agrees to accept service of any process or any other notice if delivered by generally recognized overnight courier
and addressed to the applicable party at the address set forth herein. Such method of service of process shall be in addition
to any other method for the service of process permitted by law.


 


16.     Time
of Essence. Time shall be of the essence of this Agreement. 


 


 


 


[The
remainder of this page is intentionally left blank]


 


 


 




    	 	28	 



     


    

 


If
the foregoing is in accordance with the Placement Agent’ understanding of our agreement, kindly sign and return to the Company
one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the Placement Agent in accordance
with its terms.


 


 





	 	Very
    truly yours,
	 	 	 
	 	[__].
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 







 


 


 


 


 


 


 


 


 


 


 


 


 


Signature
Page to Placement Agency Agreement






    	 	29	 



     


    

  





The
foregoing Placement Agency Agreement is hereby confirmed and accepted as of the date first above written.


 


 


	 	[__]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 






 


 


 


 


 


 


 


 


 


 


 


 


 



Signature
Page to Placement Agency Agreement







    	 	30	 



     


    

 


SCHEDULE
I


 


	1.	 	Statutory Prospectus
    Included in the General Disclosure Package
	 	 	 
	 	 	Base prospectus included in the Registration
    Statement declared effective on [ ], 2016
	 	 	 
	2.	 	Other Information Included in the
    General Disclosure Package
	 	 	 
	 	 	The following information is also included
    in the General Disclosure Package:
	 	 	 


 




    	 	31	 



     


    

 


SCHEDULE
II


 


Lock-up
Agreement Parties


 


 


 


 




    	 	32	 



     


    

 





Schedule
III


 


Testing
the Waters Communications


 


 


 


 




    	 	33	 



     


    

 


EXHIBIT
A


 


Subscription
Agreement


 


[See
attached]


 


 


 


 




    	 	34	 



     


    

 


EXHIBIT
B


 


Opinion


 


[See
attached]


 


 


 


 




    	 	35	 



     


    

 


EXHIBIT
C


 


Lock-up
Agreement


 


[See
attached]


 


 


 


 


 


 


 








    	 	36