FORM
OF PLACEMENT AGENCY AGREEMENT


 


Boxlight
Corporation


 


Up to 1,000,000 Shares of Class A
Common Stock


 


$0.0001
par value per share


 


[●],
2017


 


Aegis
Capital Corp.


810 Seventh Avenue, 18th Floor


New York, New York 10019


 


Ladies
and Gentlemen:


 


This
letter (this “Agreement”) constitutes the agreement between Boxlight Corporation, a Nevada corporation (the “Company”)
and Aegis Capital Corp. (the “Placement Agent”) pursuant to which the Placement Agent shall serve as the placement
agent (the “Services”) for the Company, on a reasonable “best efforts” basis, in connection with the proposed
offer and placement (the “Offering”) by the Company of up to an aggregate of 1,000,000 shares (the “Shares”)
of class A common stock, par value $0.0001 per share (the “Common Stock”).


 





The Placement Agent will
act on a reasonable “best efforts” basis with respect to up to 1,000,000 Shares (the “IPO Shares”). The
IPO Shares will be offered to investors with the Placement Agent acting on a reasonable “best efforts” basis with a
minimum offering amount of 342,857 Shares ($2,399,999) (the “Minimum Amount”) and a maximum offering amount of 1,000,000
Shares ($7,000,000) (the “Maximum Amount”). The Company agrees and acknowledges that there is no guarantee of the successful
placement of the Shares, or any portion thereof, in the prospective Offering. No Closing (as defined below) will occur unless the
Minimum Amount has been subscribed.




 


1.
Appointment of Placement Agent.


 


(a)
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, the Company hereby appoints the Placement Agent as the Company’s exclusive placement agent
for the IPO Shares to be offered and sold by the Company pursuant to a registration statement filed under the Securities Act of
1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as
the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase
of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier
upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the
Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges
that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers
to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined
below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser
whose offer to purchase IPO Shares has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise
provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company
in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated
to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent
shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency”
basis and not on a “principal” basis.


 




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Aegis
Capital Corp.


May
[●], 2017


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(b)
The Placement Agent will solicit offers for the purchase of the IPO Shares in the Offering at such times and in such amounts as
the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject
any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf
in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any IPO Shares placed by it.


 


2.
Fees; Expenses; Other Arrangements.


 


(a)
Placement Fee. As compensation for the Services rendered, the Company shall pay to the Placement Agent in cash by wire
transfer in immediately available funds to an account or account designated by the Placement Agent and amount (the “Placement
Fee”) equal to 7% of the gross offering proceeds received from the sale of the IPO Shares at the closing (the “Closing”
and each date on which a Closing occurs, the “Closing Date”).


 


(b)
Warrants. In addition to the foregoing, the Company shall issue to the Placement Agent or its designees at the Closing
five-year warrants to purchase a number of shares equal to an aggregate of [●],% of the aggregate number of IPO Shares sold
in this Offering at an exercise price of $[●] per share (the “Placement Agent Warrants” and together with the
shares of Common Stock (as defined below) underlying such warrants, the “Placement Agent Securities”).


 


(c)
Offering Expenses. The Company shall reimburse the Placement Agent (or pay in advance at the request of the Placement Agent)
for all reasonable expenses incurred (as and when incurred or requested) in connection with the Offering, up to, but not exceeding,
the aggregate sum of $84,500 .







 


(d)
Tail Fee. The Company shall pay the Placement Agent the compensation under clauses (a) and (b) hereunder, calculated in
the manner set forth therein, with respect to any public or private offering or other financing or capital-raising transaction
of any kind (“Tail Financing”) to the extent that such financing is both (i) provided to the Company by investors
that were introduced to the Company or were contacted by the Placement Agent during the term of this Agreement or were contacted
by the Placement Agent, and (ii) such Tail Financing is consummated at any time within the 12-month period following the termination
of this Agreement pursuant to Section 5. Notwithstanding anything to the contrary herein, the compensation due hereunder shall
expressly not include any stock or equity of the Company issued to its officers, directors, employees, or consultants.


 




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Capital Corp.


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(e)
Future Financings. During the period ending 14 months after the final Closing Date, the Company grants the Placement Agent
the right of first refusal to act as sole investment banker, book runner, or placement agent, for any and all future public or
private equity, equity-linked or debt offerings during such period, of the Company, or any successor to or any subsidiary of the
Company.


 


3.
Subscription Procedures.


 


(a)
Each prospective investor subscribing to purchase IPO Shares (each an “IPO Investor”) will be required to complete
and execute a Subscription Agreement in the form of Exhibit A attached hereto and any other required documentation as set forth
in Subscription Agreement and to deliver the Subscription Agreement to the Placement Agent pursuant to instructions provided in
the Subscription Agreement, together with the Investor’s payment of the full amount of the purchase price for the number
of IPO Shares desired to be purchased.


 


(b)
All funds for subscriptions to purchase IPO Shares received by the Placement Agent shall be paid directly, to a non-interest bearing
escrow account (the “Escrow Account”) established for such purpose established pursuant to an escrow agreement (the
“Escrow Agreement”) by and among the Placement Agent, the Company and SunTrust Bank, Atlanta, Georgia, as escrow agent
(the “Escrow Agent”).


 


(c)
Any checks or wire transfers received from IPO Investors 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.


 


(d)
The Company will pay all fees related to the establishment and maintenance of the Escrow Account. Subject to the receipt of subscriptions
for the Minimum Amount, the Company will either accept or reject, for any or no reason, the Subscription Agreements in a timely
fashion and at the Closing will countersign the Subscription Agreements and provide duplicate copies of such documents to the
Placement Agent for distribution to the Investors. The Placement Agent on the Company’s behalf, will promptly return to
subscribers incomplete, improperly completed, improperly executed and rejected Subscription Agreements.


 




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                                         Capital Corp.


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4.
Closing; Delivery and Payment.


 


(a)
If subscriptions for at least the Minimum Amount have been accepted prior to the Termination Date (defined below), the funds therefor
have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, then the
Company and the Placement Agent shall schedule the Closing as promptly as practicable.


 


(b)
Settlement of the Securities purchased by an Investor shall be made by 5:00 p.m. on the Closing Date by wire transfer in federal
(same day) funds, payable to the order of the Company after delivery of the certificates (in form and substance satisfactory to
the Placement Agent) or via electronic delivery. On the Closing Date, the Common Stock to which the Closing relates shall be delivered
via The Depository Trust Company Deposit or Withdrawal at Custodian (DWAC) system for the accounts of the Placement Agent or as
otherwise designated by the Placement Agent. The Securities shall be registered in such name or names and in such authorized denominations
as the Placement Agent may request in writing at least one Business Day prior to the Closing Date. The term “Business Day”
means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated
by law to close in New York, New York.


 


(c)
The Closing shall occur at such place as shall be agreed upon by the Placement Agent and the Company. In the absence of an agreement
to the contrary, the Closing shall take place at the offices of Gusrae Kaplan Nusbaum PLLC, 120 Wall Street, 25th Floor,
New York, NY 10005. Deliveries of the documents with respect to the purchase of the IPO Shares, if any, shall be made at the offices
of Gusrae Kaplan Nusbaum PLLC on the Closing Date. All actions taken at a Closing shall be deemed to have occurred simultaneously.


 


(d)
If Subscription Documents for the Minimum Amount have not been received and accepted by the Company on or before the Termination
Date for any reason, the Offering will be terminated, no Units will be sold, and the Escrow Agent will, at the request of the
Placement Agent, cause all monies received from subscribers for the Units to be promptly returned to such subscribers without
interest, penalty, expense or deduction.


 


5.
Term and Termination of Agreement.


 


The
term of this Agreement will commence upon the execution of this Agreement and will terminate at the earlier of the Closing of
the Offering or 11:59 p.m. (New York Time) on [ ̃], 2017. Notwithstanding anything to the contrary contained herein, any provision
in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s representations
and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration or termination
of this Agreement. If any condition specified in Section [8] is not satisfied when and as required to be satisfied, this Agreement
may be terminated by the Placement Agent by notice to the Company at any time on or prior to a Closing Date, which termination
shall be without liability on the part of any party to any other party, except that those portions of this Agreement specified
in Section [19] shall at all times be effective and shall survive such termination. Notwithstanding anything to the contrary in
this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified
herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Placement Agent its
actual and accountable out-of-pocket expenses as provided for in Section 2.B. above and upon demand the Company shall pay the
full amount thereof to the Placement Agent.


 




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6.
Permitted Acts.


 


Nothing
in this Agreement shall be construed to limit the ability of the Placement Agent, its officers, directors, employees, agents,
associated persons and any individual or entity “controlling,” controlled by,” or “under common control”
with the Placement Agent (as those terms are defined in Rule 405 under the Securities Act) to conduct its business including without
limitation the ability to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any
other business relationship with any individual or corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity
of any kind.


 


7.
Representations, Warranties and Covenants of the Company.


 


As
of the date and time of the execution of this Agreement, the Closing Date and the Initial Sale Time (as defined herein), the Company
represents, warrants and covenants to the Placement Agent, other than as disclosed in any of its filings with the Securities and
Exchange Commission (the “Commission”), that:


 


(a)
Registration Matters.


 


(i)
The Company has filed with the Commission a post-effective amendment to its registration statement on Form S-1 (File No. 333-204811)
including a related prospectus, for the registration of the Common Stock and the Placement Agent Securities under the Securities
Act, and the rules and regulations thereunder (the “Securities Act Regulations”). The registration statement has been
declared effective under the Securities Act by the Commission. The “Registration Statement,” as of any time, means
such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules
thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time under the Securities
Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430A (“Rule 430A”) or
Rule 430B under the Securities Act Regulations (“Rule 430B”); provided, however, that the “Registration Statement”
without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time
of the first contract of sale for the Securities, which time shall be considered the “new effective date” of such
registration statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits
and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant
the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to the Rule 430A or Rule 430B.
Any registration statement filed pursuant to Rule 462(b) of the Securities Act Regulations is hereinafter called the “Rule
462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the Rule
462(b) Registration Statement. The prospectus set forth in the Registration Statement in the form first used to confirm sales
of the Securities (or in the form first made available to the Placement Agent by the Company to meet requests of purchasers pursuant
to Rule 173 under the Securities Act), is hereinafter referred to, collectively, as the “Prospectus,” and the term
“Preliminary Prospectus” means the preliminary form of the Prospectus dated [●], 2017.


 




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                                         Capital Corp.


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(ii)
All references in this Agreement to financial statements and schedules and other information which is “contained,”
“included” or “stated” (or other references of like import) in the Registration Statement, any Preliminary
Prospectus or the Prospectus shall be deemed to include all such financial statements and schedules and other information set
forth in or, if applicable, incorporated or deemed incorporated by reference in the Registration Statement, such Preliminary Prospectus
or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement; and all references in this Agreement
to amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include
the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules
and regulations thereunder (the “Exchange Act Regulations”), incorporated or deemed to be incorporated by reference
in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, at or after the execution and
delivery of this Agreement.


 


(iii)
The term “Disclosure Package” means (i) the Preliminary Prospectus, as most recently amended or supplemented immediately
prior to the Initial Sale Time (as defined herein), (ii) the Issuer Free Writing Prospectuses (as defined below), if any, identified
in Schedule I hereto, and (iii) any other Free Writing Prospectus (as defined below) that the parties hereto shall hereafter expressly
agree to treat as part of the Disclosure Package.


 


(iv)
The term “Issuer Free Writing Prospectus” means any issuer free writing prospectus, as defined in Rule 433 of the
Securities Act Regulations. The term “Free Writing Prospectus” means any free writing prospectus, as defined in Rule
405 of the Securities Act Regulations.


 


(v)
Any Preliminary Prospectus when filed with the Commission, and the Registration Statement as of each effective date and as of
the date hereof, complied or will comply, and the Prospectus and any further amendments or supplements to the Registration Statement,
any Preliminary Prospectus or the Prospectus will, when they become effective or are filed with the Commission, as the case may
be, comply, in all material respects, with the requirements of the Securities Act and the Securities Act Regulations; and, if
applicable, the documents incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus
complied, and any further documents so incorporated will comply, when filed with the Commission, in all material respects to the
requirements of the Exchange Act and Exchange Act Regulations.


 




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(vi)
The issuance by the Company of the Securities and Placement Agent Securities has been registered under the Securities Act. The
Securities and Placement Agent Securities will be issued pursuant to the Registration Statement and each of the Securities and
Placement Agent Securities will be freely transferable and freely tradable by each of the Investors or the Placement Agent, as
applicable, without restriction, unless otherwise restricted by applicable law or regulation.


 


(b)
Stock Exchange Listing. The Shares have been approved for listing on Nasdaq Capital Market (the “Exchange”)
and the Company has taken no action designed to, or likely to have the effect of, delisting the shares of Common Stock from the
Exchange, nor has the Company received any notification that the Exchange is contemplating terminating such listing.


 


(c)
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.


 


(d)
Subsidiaries. The Company does not own or control, directly or indirectly, any corporation, association or other entity
other than the subsidiaries (collectively, the “Subsidiaries” and each a “Subsidiary”) described in the
Registration Statement. The Subsidiaries are herein collectively called the “Group Entities” and each of them is herein
called a “Group Entity.” Each Group Entity has been duly organized and is validly existing as a corporation in good
standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate
its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus
and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where
the failure so to qualify or to be in good standing would not result in a Material Adverse Change (as hereinafter defined); except
as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the issued and outstanding
capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by
the Company, directly or through the Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance,
claim or equity; none of the outstanding shares of capital stock of any Group Entity was issued in violation of the preemptive
or similar rights of any securityholder of such Group Entity. The constitutive documents of each of the Group Entities comply
with the requirements of applicable law in their respective jurisdictions of incorporation and are in full force and effect. Unless
otherwise set forth, all references in this Section 7 to the “Company” shall include references to all of the Company’s
Subsidiaries.


 




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(e)
Disclosures in Registration Statement.


 


(i)
Compliance with Securities Act and 10b-5 Representation.


 


(1)
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 Securities Act and the Securities Act Regulations. The Preliminary Prospectus and
the Prospectus, at the time each was filed with the Commission, complied in all material respects with the requirements of the
Securities Act and the Securities Act Regulations. The 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.


 


(2)
Neither the Registration Statement nor any amendment thereto, at its effective time, as of 4:30 p.m. (Eastern time) on the date
of this Agreement (the “Initial Sale Time”),and 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 or any amendment thereof or supplement
thereto. The parties acknowledge and agree that such information provided by or on behalf of any Placement Agent consists solely
of the following disclosure contained in the following paragraphs in the “Plan of Distribution” section of the Prospectus:
(i) the name of the Placement Agent, and (ii) the information under the subsection “Fees and Expenses” (the “Placement
Agent’s Information”)


 


(3)
The Disclosure Package, as of the Initial Sale Time and 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; and each Issuer Free Writing Prospectus does not conflict with
the information contained in the Registration Statement, any Preliminary Prospectus, or the Prospectus, and each such Issuer Free
Writing Prospectus, as supplemented by and taken together with the Preliminary Prospectus as of the Initial Sale 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; and


 




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                                         Capital Corp.


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(4)
Neither the Prospectus nor any amendment or supplement thereto, 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.


 


(ii)
Disclosure of Agreements. The agreements and documents described in the Registration Statement, the 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 Securities Act and the Securities Act Regulations to be described in the Registration Statement,
the 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 Disclosure
Package and the Prospectus, and (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,
except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus. To 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 agency or court, domestic or foreign,
having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including,
without limitation, those relating to environmental laws and regulations.


 




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(iii)
Prior Securities Transactions. Since the beginning of the period covered by the financial statement included in the Registration
Statement, 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 Disclosure Package and the Preliminary Prospectus.


 


(iv)
Regulations. The disclosures in the Registration Statement, the 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 Disclosure Package and the Prospectus, which are not so disclosed.


 


(v)
Changes After Dates in Registration Statement.


 


(1)
No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement,
the 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.


 


(2)
Recent Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration
Statement, the Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed
in the Registration Statement, the Disclosure Package and the Prospectus, the Company has not: (i) issued any securities (other
than (i) grants under any stock compensation plan and (ii) shares of common stock issued upon exercise or conversion of option,
warrants or convertible securities described in the Registration Statement, the Disclosure Package and the Prospectus) 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.


 




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(f)
Independent Accountants. To the knowledge of the Company, GBH CPAs, PC and Heaton & Company, PLLC, during such time
as each firm was engaged by the Company (collectively, the “Auditors”), was an independent registered public accounting
firm as required by the Securities Act and the Securities Act Regulations and the Public Company Accounting Oversight Board. During
such time period in which the Auditors served as the Company’s independent registered public accounting firm the Auditors
did not or have not, during the periods covered by the financial statements included in the Registration Statement, the 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.


 


(g)
SEC Reports; Financial Statements, etc. The Company has complied in all material respects with requirements to file all
reports, schedules, forms, statements and other documents required to be filed by it under the Securities Act and the Exchange
Act, including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials, including the exhibits thereto and documents
incorporated by reference therein, being collectively referred to herein as the “SEC Reports”). As of their respective
dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and
the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of
the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules
and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been
prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods
involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except
that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects
the financial position of the Company and the Group Entities as of and for the dates thereof and the results of operations and
cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Disclosure
Package and the Prospectus, fairly present in all material respects 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
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 in all material respects 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 Disclosure Package or the Prospectus under the Securities 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 Disclosure Package and the Prospectus have been properly compiled and prepared in accordance with the applicable
requirements of the Securities Act and the Securities Act Regulations and present fairly in all material respects 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 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
Securities Act, to the extent applicable. Each of the Registration Statement, the 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 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 (other than (i) grants under any stock compensation plan and (ii) shares of common stock issued upon exercise or
conversion of option, warrants or convertible securities described in the Registration Statement, the Disclosure Package and the
Prospectus), and (d) there has not been any Material Adverse Change in the Company’s long-term or short-term debt.


 




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(h)
Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the 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 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 Disclosure
Package and the Prospectus, on the Effective Date, as of the Initial Sale Time, 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.


 


(i)
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 authorized shares of Common Stock and other outstanding securities conform in all
material respects to all statements relating thereto contained in the Registration Statement, the Disclosure Package and the Prospectus.
The offers and sales of the outstanding shares of Common Stock were at all relevant times either registered under the Securities
Act and the applicable foreign or state securities or “blue sky” laws or, based in part on the representations and
warranties of the purchasers of such shares, exempt from such registration requirements.


 




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Capital Corp.


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(ii)
Securities Sold Pursuant to this Agreement. The Securities and Placement Agent Securities have been duly authorized for
issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are
not and will not be subject to personal liability by reason of being such holders; the Securities and Placement Agent Securities
are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual
rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities
and Placement Agent Securities has been duly and validly taken. The Common Stock underlying the Placement Agent Warrants have
been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid for,
if applicable, and issued in accordance with the Placement Agent Warrants, such Common Stock will be validly issued, fully paid
and non-assessable; and the holders thereof are not and will not be subject to personal liability by reason of being such holders.
The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement,
the Disclosure Package and the Prospectus.


 


(j)
Registration Rights of Third Parties. Except as set forth in the Registration Statement, the Disclosure Package and the
Prospectus, 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 Securities Act or
to include any such securities in a registration statement to be filed by the Company.


 


(k)
Validity and Binding Effect of Agreements. This Agreement and the Placement Agent Warrant each has been duly and validly
authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreement of the Company,
enforceable against the Company in accordance with its 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 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.


 




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                                         Capital Corp.


May
[●], 2017


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(l)
No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and the Placement Agent Warrants
and all ancillary documents, 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 Articles of Incorporation (as the same may be amended
or restated from time to time, the “Charter”) or the by-laws of the Company (as the same may be amended or restated
from time to time, the “Bylaws”); or (iii) violate any existing applicable law, rule, regulation, judgment, order
or decree of any Governmental Entity as of the date hereof.


 


(m)
Regulatory. Except as described in the Registration Statement, the Disclosure Package and the Prospectus or as would not
reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change: (i) the Company is and has been
in material compliance with statutes, laws, ordinances, rules and regulations applicable to the Company (collectively, “Applicable
Laws”); (ii) the Company possesses all licenses, certificates, approvals, clearances, consents, authorizations, qualifications,
registrations, permits, and supplements or amendments thereto required by any such Applicable Laws and/or to carry on its businesses
as now conducted (“Authorizations”) and such Authorizations are valid and in full force and effect and the Company
is not in violation of any term of any such Authorizations; (iii) the Company has not received notice of any claim, action, suit,
proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental Entity or third party alleging
that any product, operation or activity is in violation of any Applicable Laws or Authorizations or has any knowledge that any
such Governmental Entity or third party is considering any such claim, litigation, arbitration, action, suit, investigation or
proceeding, nor, to the best of the Company’s knowledge, has there been any material noncompliance with or violation of
any Applicable Laws by the Company that could reasonably be expected to require the issuance of any such communication or result
in an investigation, corrective action, or enforcement action by any Governmental Entity; and (iv) the Company has not received
notice that any Governmental Entity has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations
or has any knowledge that any such Governmental Entity has threatened or is considering such action. Neither the Company nor,
to the Company’s knowledge, any of its directors, officers, employees or agents has been convicted of any crime under any
Applicable Laws.


 


(n)
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 (i) in violation of any term or provision of its Charter or Bylaws, or (ii) in violation of any franchise, license, permit,
applicable law, rule, regulation, judgment or decree of any Governmental Entity applicable to the Company.


 




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                                         Capital Corp.


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(o)
Corporate Power; Licenses; Consents.


 


(i)
Except as described in the Registration Statement, the Disclosure Package and the Prospectus, 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 Disclosure Package and the Prospectus.


 


(ii)
The Company has all corporate power and authority to enter into this Agreement 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 Placement Agent Securities and the consummation of the transactions and agreements contemplated
by this Agreement and as contemplated by the Registration Statement, the 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”).


 


(p)
Litigation; Governmental Proceedings. There is no material 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 Disclosure Package and the Prospectus or in connection with the Company’s listing application for the Shares on the
Exchange.


 


(q)
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 Nevada 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.


 


(r)
Insurance. The Company and its Subsidiaries are insured by insurers of recognized financial responsibility against such
losses and risks and in such amounts as are prudent and customary in the business in which they are engaged in, and have insurance
covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance
is in amounts and insures against such losses and risks as are adequate to protect the Company and its Subsidiaries and their
respective businesses; and neither the Company nor any of its Subsidiaries has (i) received notice from any insurer or agent of
such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance
or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires
or to obtain similar coverage at a cost that would not have a Material Adverse Effect.


 




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Capital Corp.


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(s)
Transactions Affecting Disclosure to FINRA.


 


(i)
Finder’s Fees. Except as described in the Registration Statement, the 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 executive officer or director of the Company (each an, “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 stockholders that may affect the Placement Agent’ compensation, as determined by FINRA.


 


(ii)
Payments Within Twelve (12) Months. Except as described in the Registration Statement, the 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 date hereof, 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. 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 original filing of the Registration Statement, that (a) 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); (b) is required to register as a “broker” or “dealer” in accordance with the provisions of
the Exchange Act or the Exchange Act Regulations, or (c) has any direct or indirect affiliation or association with any member
firm of FINRA (as determined in accordance with the rules and regulations of FINRA).


 


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


 




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Capital Corp.


May
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(t)
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 Entity 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.
The Company has not violated any provision of the anti-corruption laws in China, Hong Kong, Samoa, Malaysia or the British Virgin
Islands.


 


(u)
Compliance with OFAC. Neither of 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.


 


(v)
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 applicable jurisdictions, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money
Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company with respect
to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 


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


 




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Capital Corp.


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(x)
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 Disclosure Package and the Prospectus that have not
been described as required.


 


(y)
Board of Directors. 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.


 


(z)
Sarbanes-Oxley Compliance. Except as disclosed in the Registration Statement, Disclosure Package and Prospectus:


 


(i)
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 applicable to it, 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)
The Company is, or at the Initial Sale 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.


 


(aa)
Accounting Controls. The Company maintains a system 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 Disclosure Package and the Prospectus,
the Company is not aware of any material weaknesses in its internal controls. The Auditors (during the time of their engagement)
and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material
weaknesses, if any, in the design or operation of internal controls over financial reporting which are known to the Company’s
management and that have adversely affected or are reasonably likely to adversely affect the Company’ ability to record,
process, summarize and report financial information; and (ii) any fraud, if any, 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.


 




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                                         Capital Corp.


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(bb)
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 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.


 


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


 


(dd)
Intellectual Property Rights. To the Company’s knowledge, the Company has, or can acquire on reasonable terms, ownership
of and/or license to, or otherwise has the right to use, all inventions, know-how (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, systems or procedures), patents and patent rights trademarks, service
marks and trade names, copyrights, (collectively “Intellectual Property”) material to carrying on its business as
described in the Prospectus. The Company has not received any correspondence relating to (A) infringement or misappropriation
of, or conflict with, any Intellectual Property of a third party; (B) asserted rights of others with respect to any Intellectual
Property of the Company; or (C) assertions that any Intellectual Property of the Company is invalid or otherwise inadequate to
protect the interest of the Company, that in each case (if the subject of any unfavorable decision, ruling or finding), individually
or in the aggregate, would have or would reasonably be expected to result in a Material Adverse Change. There are no third parties
who have been able to establish any material rights to any Intellectual Property, except for the retained rights of the owners
or licensors of any Intellectual Property that is licensed to the Company. There is no pending or, to the Company’s knowledge,
threatened action, suit, proceeding or claim by others: (A) challenging the validity, enforceability or scope of any Intellectual
Property of the Company or (B) challenging the Company’s rights in or to any Intellectual Property or (C) that the Company
materially infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property or other proprietary rights
of others. The Company has complied in all material respects with the terms of each agreement described in the Registration Statement,
Disclosure Package or Prospectus pursuant to which any Intellectual Property is licensed to the Company, and all such agreements
related to products currently made or sold by the Company, or to product candidates currently under development, are in full force
and effect. All patents issued in the name of, or assigned to, the Company, and all patent applications made by or on behalf of
the Company (collectively, the “Company Patents”) have been duly and properly filed. To the Company’s knowledge,
the Company is the sole owner of the Company Patents.


 




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                                         Capital Corp.


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(ee)
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, except
for such exceptions as could not be expected, individually or in the aggregate, to have a Material Adverse Change. 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” mean 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.


 


(ff)
Compliance with Laws. The Company: (A) is and at all times has been in compliance with all Applicable Laws, except as would
not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; (B) has not received any
correspondence from any Governmental Entity alleging or asserting noncompliance with any Applicable Laws or any Authorizations;
(C) possesses all material Authorizations and such Authorizations are valid and in full force and effect and the Company is not
in material violation of any term of any such Authorizations, in each case except as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Change; (D) has not received written notice of any claim, action, suit, proceeding,
hearing, enforcement, investigation, arbitration or other action from any Governmental Entity or third party alleging that any
product operation or activity is in violation of any Applicable Laws or Authorizations and has no knowledge that any such Governmental
Entity or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has
not received written notice that any Governmental Entity has taken, is taking or intends to take action to limit, suspend, modify
or revoke any Authorizations; and (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 in all material respects on the date filed (or were corrected or supplemented by a subsequent submission).


 




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Capital Corp.


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(gg)
Industry Data. The statistical and market-related data included in each of the Registration Statement, the 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.


 


(hh)
Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act) contained in the Registration Statement, the Disclosure Package or the Prospectus has been made or reaffirmed
without a reasonable basis or has been disclosed other than in good faith.


 


(ii)
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.


 


(jj)
Integration. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly
or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that
would cause the Offering to be integrated with prior offerings by the Company for purposes of the Securities Act that would require
the registration of any such securities under the Securities Act.


 


(kk)
Confidentiality and Non-Competition. To the Company’s knowledge, no director, officer, key employee or consultant
of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with
any employer or prior employer, other than the Company, that could reasonably be expected to materially affect his ability to
be and act in his respective capacity of the Company or be expected to result in a Material Adverse Change.


 


(ll)
Dividends. Except to the extent described in the Registration Statement, the Disclosure Package and the Prospectus, all
dividends and other distributions declared and payable on the equity interests of the Company and its Subsidiaries may under current
laws and regulations of the foreign jurisdictions in which such Subsidiaries are incorporated may be converted into foreign currency
that may be freely transferred out of such forieng jurisdictions, and all such dividends and other distributions will not be subject
to withholding or other taxes under the laws and regulations of such jurisdictions and are otherwise free and clear of any other
tax, withholding or deduction in such jurisdictions without the necessity of obtaining any governmental authorization.


 




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                                         Capital Corp.


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(mm)
No Commodity Contracts. The Company is not engaged in any trading activities involving commodity contracts or other trading contracts
which are not currently traded on a securities or commodities exchange and for which the market value cannot be determined.


 


8.
Conditions of the Obligations of the Placement Agent.


 


The
obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties, in all material
respects, on the part of the Company set forth in Section 7 hereof, in each case as of the date hereof and as of the Closing Date
as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and
as of such dates, and to each of the following additional conditions:


 


(a)
Regulatory Matters.


 


(i)
Effectiveness of Registration Statement; Rule 424 Information. The Registration Statement is effective on the date of this
Agreement, and, on the Closing Date no stop order suspending the effectiveness of the Registration Statement or any post-effective
amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus
or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the
Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission
for additional information. All filings with the Commission required by Rule 424 under the Securities Act to have been filed by
the Closing Date shall have been made within the applicable time period prescribed for such filing by Rule 424.


 


(ii)
FINRA Clearance. On or before the Closing Date of this Agreement, the Placement Agent shall have received clearance from
FINRA as to the amount of compensation allowable or payable to the Placement Agent as described in the Registration Statement.


 


(b)
Company Counsel Matters.


 


(i)
Opinion of U.S. Counsel. On the Closing Date, the Placement Agent shall have received the favorable opinion of Loeb &
Loeb, LLP, U.S. counsel for the Company, dated the Closing Date and addressed to the Placement Agent, substantially in form and
substance reasonably satisfactory to the Placement Agent.


 


(ii)
Opinion of Mexico Counsel. On the Closing Date, the Placement Agent shall have received the favorable opinion of [●], Mexico
counsel for the Company, dated the Closing Date and addressed to the Placement Agent, substantially in form and substance reasonably
satisfactory to the Placement Agent.


 




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(c)
Comfort Letters.


 


(i)
Comfort Letter. At the time this Agreement is executed, Placement Agent shall have received from each of the Auditors a
cold comfort letter containing statements and information of the type customarily included in accountants’ comfort letters
with respect to the financial statements and certain financial information contained in the Registration Statement, the Disclosure
Package and the Prospectus, addressed to the Placement Agent and in form and substance satisfactory in all respects to Placement
Agent and to the Auditors, dated as of the date of this Agreement.


 


(ii)
Bring-down Comfort Letter. At the Closing Date, the Placement Agent shall have received from each of the Auditors a letter,
dated as of the Closing Date, to the effect that such Auditor reaffirms the statements made in the letter furnished pursuant to
Section 8(c)(i) except that the specified date referred to shall be a date not more than three (3) business days prior to the
Closing Date.


 


(d)
Officers’ Certificates.


 


(i)
Officers’ Certificate. The Company shall have furnished to the Placement Agent a certificate, dated the Closing Date,
of its Chief Executive Officer and its Chief Financial Officer stating that (i) such officers have carefully examined the Registration
Statement, the Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus and, in their opinion, the Registration
Statement and each amendment thereto, as of the Initial Sale Time and through the Closing Date did not include any untrue statement
of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, and the Disclosure Package, as of the Initial Sale Time through the Closing Date, any Issuer Free Writing
Prospectus as of its date and as of the Closing Date, the Prospectus and each amendment or supplement thereto, as of the respective
date thereof and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading,
(ii) since the filing of the most recent Registration Statement, no event has occurred which should have been set forth in a supplement
or amendment to the Registration Statement, the Disclosure Package or the Prospectus, (iii) to their knowledge after reasonable
investigation, as of the Closing Date, the representations and warranties of the Company in this Agreement are true and correct,
in all material respects, and the Company has complied, in all material respects, with all agreements and satisfied all conditions
on its part to be performed or satisfied hereunder at or prior to the Closing Date, and (iv) there has not been, subsequent to
the date of the most recent audited financial statements included in the Disclosure Package, any Material Adverse Change in the
financial position or results of operations of the Company, or 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, except as set forth in the Prospectus.


 




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                                         Capital Corp.


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(ii)
Secretary’s Certificate. At of the Closing Date the Placement Agent shall have received a certificate of the Company
signed by the Secretary of the Company, dated the Closing Date, certifying: (i) that each of the Company’s Charter and Bylaws
attached to such certificate is true and complete, has not been modified and is in full force and effect; (ii) that each of the
Group Entities charter documents attached to such certificate is true and complete, has not been modified and is in full force
and effect; (iii) that the resolutions of the Company’s Board of Directors relating to the Offering attached to such certificate
are in full force and effect and have not been modified; and (iv) the good standing of the Company and each of the Group Entities.
The documents referred to in such certificate shall be attached to such certificate.


 


(e)
No Material Changes. Prior to and on the Closing Date: (i) there shall have been no Material Adverse Change or development
involving a prospective Material Adverse Change in the condition or prospects or the business activities, financial or otherwise,
of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Disclosure Package
and the Prospectus; (ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the
Company or any affiliates of the Company before or by any court or federal or state commission, board or other administrative
agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects
or financial condition or income of the Company, except as set forth in the Registration Statement, the Disclosure Package and
the Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been
initiated or threatened by the Commission; and (iv) the Registration Statement, the Disclosure Package and the Prospectus and
any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance
with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the
Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Disclosure Package nor the Prospectus
nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any 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.


 


(f)
Financial Public Relations Firm. As of the Closing Date, the Company shall have retained a financial public relations firm
reasonably acceptable to the Placement Agent and the Company, and shall retain such firm or another firm reasonably acceptable
to the Placement Agent for a period of not less than two (2) years after the Closing Date.


 


(g)
Reservation of Common Stock. So long the Placement Agent Warrants, remain outstanding, the Company shall take all action
necessary to at all times have authorized, and reserved for the purpose of issuance, no less than 100% of the maximum number of
Common Stock underlying such Placement Agent Warrants.


 




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                                         Capital Corp.


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(h)
Minimum Amount. There shall be subscription amounts for the purchase of the Securities equal to at least the Minimum Amount.


 


(i)
Additional Documents. At the Closing Date, Placement Agent Counsel shall have been furnished with such documents and opinions
as they may require in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of
the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities
as herein contemplated shall be satisfactory in form and substance to the Placement Agent and Placement Agent Counsel.


 


9.
Indemnification and Contribution; Procedures.


 


(a)
Indemnification of the Placement Agent. The Company agrees to indemnify and hold harmless all of the Placement Agent, their
respective affiliates and each person controlling such Placement Agent (within the meaning of Section 15 of the Securities Act),
and the directors, officers, agents and employees of such Placement Agent, their respective affiliates and each such controlling
person (each Placement Agent, and each such entity or person hereafter is referred to as an “Indemnified Person”)
from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”),
and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for
the Indemnified Persons, except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”)
and agrees to advance payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing
or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement
or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary
Prospectus, the Prospectus or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented);
(ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing
of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in
person or electronically); or (iii) any application or other document or written communication (in this Section 9, collectively
called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction
in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission
or agency, any national securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,
unless such statement or omission was made in reliance upon, and in conformity with, the Placement Agent’ information. The
Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified
Person’s enforcement of his or its rights under this Agreement.


 




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(b)
Procedure. Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect
to which indemnity may reasonably be expected to be sought under this Agreement, such Indemnified Person shall promptly notify
the Company in writing; provided that failure by any Indemnified Person so to notify the Company shall not relieve the Company
from any obligation or liability which the Company may have on account of this Section 9 or otherwise to such Indemnified Person,
except to the extent (and only to the extent) that its ability to assume the defense is actually impaired by such failure or delay.
The Company shall have the right to assume the defense of any such action (including the employment of counsel reasonably satisfactory
to the Placement Agent). Any Indemnified Person shall have the right to employ separate counsel in any such action and participate
in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i)
the Company has failed promptly to assume the defense and employ counsel for the benefit of the Placement Agent and the other
Indemnified Persons or (ii) such Indemnified Person shall have been advised that in the opinion of counsel that there is an actual
or potential conflict of interest that prevents (or makes it imprudent for) the counsel engaged by the Company for the purpose
of representing the Indemnified Person, to represent both such Indemnified Person and any other person represented or proposed
to be represented by such counsel, it being understood, however, that the Company shall not be liable for the expenses of more
than one separate firm of attorneys for the Placement Agent and all Indemnified persons in any one action or series of related
actions in the same jurisdiction. The Company shall not be liable for any settlement of any action effected without its written
consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the
Placement Agent, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened
action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not
such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional
release of each Indemnified Person, acceptable to such Indemnified Party, from all Liabilities arising out of such action for
which indemnification or contribution may be sought hereunder and (ii) 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 Person. The advancement, reimbursement, indemnification and
contribution obligations of the Company required hereby shall be made by periodic payments of the amount thereof during the course
of the investigation or defense, as every Liability and Expense is incurred and is due and payable, and in such amounts as fully
satisfy each and every Liability and Expense as it is incurred (and in no event later than 30 days following the date of any invoice
therefore).


 




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                                         Capital Corp.


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(c)
Indemnification of the Company. The Placement Agent agree to indemnify and hold harmless the Company, its directors, its
officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions,
or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package
or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’
Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary
Prospectus, the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect
of which indemnity may be sought against the Placement Agent, the Placement Agent shall have the rights and duties given to the
Company, and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent by
the provisions of Section 9.B. The Company agrees promptly to notify each of the Placement Agent of the commencement of any litigation
or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the
Securities or in connection with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing
Prospectus; provided that failure by the Company so to notify the Placement Agent shall not relieve the Placement Agent from any
obligation or liability which the Placement Agent may have on account of this Section 9 or otherwise to the Company, except to
the extent (and only to the extent) that its ability to assume the defense is actually impaired by such failure or delay.


 


(d)
Contribution. In the event that a court of competent jurisdiction makes a finding that indemnity is unavailable to an Indemnified
Person, the Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion
as is appropriate to reflect (i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other
Indemnified Person, on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the
immediately preceding clause is not permitted by applicable law, not only such relative benefits but also the relative fault of
the Company, on the one hand, and the Placement Agent and any other Indemnified Person, on the other hand, in connection with
the matters as to which such Liabilities or Expenses relate, as well as any other relevant equitable considerations; provided
that in no event shall the Company contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate,
are not liable for any Liabilities and Expenses in excess of the amount of commissions actually received by the Placement Agent
pursuant to this Agreement. 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 on the one hand or the Placement Agent on the other and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission. The Company and the Placement Agent agree
that it would not be just and equitable if contributions pursuant to this subsection (D) were determined by pro rata allocation
or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection
(D). For purposes of this paragraph, the relative benefits to the Company, on the one hand, and to the Placement Agent on the
other hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion as: (a) the total value
received by the Company in the Offering, whether or not such Offering is consummated, bears to (b) the commissions paid to the
Placement Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning
of Section 11(f) of the Securities Act shall be entitled to contribution from a party who was not guilty of fraudulent misrepresentation.


 




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(e)
Survival. The advancement, reimbursement, indemnity and contribution obligations set forth in this Section 9 shall remain
in full force and effect regardless of any termination of, or the completion of any Indemnified Person’s services under
or in connection with, this Agreement.


 


10.
Limitation of Placement Agent’ Liability to the Company.


 


The
Placement Agent and the Company further agree that neither the Placement Agent nor any of its affiliates or any of its respective
officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act), employees or agents shall have any liability to the Company, its security holders or creditors, or any person asserting
claims on behalf of or in the right of the Company (whether direct or indirect, in contract or tort, for an act of negligence
or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable relief arising out of or relating to this
Agreement or the Services rendered hereunder, except for losses, fees, damages, liabilities, costs or expenses that arise out
of or are based on any action of or failure to act by the Placement Agent and that are finally judicially determined to have resulted
solely from the gross negligence or willful misconduct of the Placement Agent.


 


11.
Limitation of Engagement to the Company.


 


The
Company acknowledges that the Placement Agent has been retained only by the Company, that the Placement Agent is providing Services
hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of
the Placement Agent is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner
of the Company or any other person not a party hereto as against the Placement Agent or any of its affiliates, or any of its officers,
directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees
or agents. Unless otherwise expressly agreed in writing by the Placement Agent, no one other than the Company is authorized to
rely upon any statement or conduct of the Placement Agent in connection with this Agreement. The Company acknowledges that any
recommendation or advice, written or oral, given by the Placement Agent to the Company in connection with the Placement Agent’
engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible
Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other
person or be used or relied upon for any other purpose. The Placement Agent shall not have the authority to make any commitment
binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by the
Placement Agent.


 


12.
Amendments and Waivers.


 


No
supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby.
The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the
future. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision
hereof (regardless of whether similar), nor shall any such waiver be deemed or constitute a continuing waiver unless otherwise
expressly provided.


 




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13.
Confidentiality.


 


In
the event of the consummation or public announcement of any Offering, the Placement Agent shall have the right to disclose its
participation in such Offering, including, without limitation, the placement at its cost of “tombstone” advertisements
in financial and other newspapers and journals. The Placement Agent agrees not to use any confidential information concerning
the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.


 


14.
Headings.


 


The
headings of the various sections of this Agreement have been inserted for convenience of reference only and will not be deemed
to be part of this Agreement.


 


15.
Counterparts.


 


This
Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts
shall each be deemed to be an original and all such counterparts shall together constitute one and the same instrument.


 


16.
Severability.


 


In
case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.


 


17.
Use of Information.


 


The
Company has furnished the Placement Agent such written information as the Placement Agent reasonably requests in connection with
the performance of its services hereunder. The Company understands, acknowledges and agrees that, in performing its services hereunder,
the Placement Agent will use and rely entirely upon such information as well as publicly available information regarding the Company
and other potential parties to an Offering and that the Placement Agent do not assume responsibility for independent verification
of the accuracy or completeness of any information, whether publicly available or otherwise furnished to it, concerning the Company
or otherwise relevant to an Offering, including, without limitation, any financial information, forecasts or projections considered
by the Placement Agent in connection with the provision of its services.


 




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18.
Absence of Fiduciary Relationship.


 


The
Company acknowledges and agrees that: (a) the Placement Agent have been retained solely to act as Placement Agent in connection
with the sale of the IPO Shares and that no fiduciary, advisory or agency relationship between the Company and the Placement Agent
have been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Placement
Agent have advised or are advising the Company on other matters and that the Placement Agent owe the Company only those duties
and obligations set forth in this Agreement; (b) the Share Purchase Price and other terms of the Securities set forth in this
Agreement were established by the Company following discussions and arms-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) it has been advised that the Placement Agent and its affiliates are engaged in a broad range
of transactions that may involve interests that differ from those of the Company and that the Placement Agent have no obligation
to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d)
it has been advised that the Placement Agent are acting, in respect of the transactions contemplated by this Agreement, solely
for the benefit of the Placement Agent, and not on behalf of the Company and that the Placement Agent may have interests that
differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against
the Placement Agent arising from an alleged breach of fiduciary duty in connection with the Offering.


 


19.
Survival Of Indemnities, Representations, Warranties, Etc.


 


The
respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and Placement Agent,
as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling
any of them and shall survive delivery of and payment for the Securities. Notwithstanding any termination of this Agreement, including
without limitation any termination pursuant to Section 5, the payment, reimbursement, indemnity, contribution and advancement
agreements contained in Sections 2, 9, 10, and 11, respectively, and the Company’s covenants, representations, and warranties
set forth in this Agreement shall not terminate and shall remain in full force and effect at all times. The indemnity and contribution
provisions contained in Section 9 and the covenants, warranties and representations of the Company contained in this Agreement
shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation
made by or on behalf of any Placement Agent, any person who controls any Placement Agent within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act or any affiliate of any Placement Agent, or by or on behalf of the
Company, its directors or officers or any person who controls the Company within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act, and (iii) the issuance and delivery of the Securities.


 




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20.
Governing Law.


 


This
Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made
and to be fully performed therein. Any disputes that arise under this Agreement, even after the termination of this Agreement,
will be heard only in the state or federal courts located in the City of New York, State of New York. The parties hereto expressly
agree to submit themselves to the jurisdiction of the foregoing courts in the City of New York, State of New York. The parties
hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority of any court sitting in the City
and State of New York.


 


21.
Notices.


 


All
communications hereunder shall be in writing and shall be mailed, hand delivered or faxed and confirmed to the parties hereto
as follows:


 


If
to the Company:


 


Boxlight
Corporation


1045
Progress Circle


Lawrenceville,
Georgia 30043


Attn:
Sheri Lofgren, Chief Financial Officer


 


If
to the Placement Agent:


 


Aegis
Capital Corp.


810
Seventh Avenue, 18th Floor


New
York, New York 10019


Attention:
[●]


 


Any
party hereto may change the address for receipt of communications by giving written notice to the others.


 


22.
Miscellaneous.


 


This
Agreement shall not be modified or amended except in writing signed by the Placement Agent and the Company. This Agreement constitutes
the entire agreement of the Placement Agent and the Company, and supersedes any prior agreements, with respect to the subject
matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination
will not affect such provision in any other respect, and the remainder of this Agreement shall remain in full force and effect.
This Agreement may be executed in counterparts (including facsimile or .pdf counterparts), each of which shall be deemed an original
but all of which together shall constitute one and the same instrument.


 




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23.
Successors.


 


This
Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and
directors and controlling persons referred to in Section 9 hereof, and to their respective successors, and personal representative,
and, except as set forth in Section 9 of this Agreement, no other person will have any right or obligation hereunder.


 


24.
Partial Unenforceability.


 


The
invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability
of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason
determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as
are necessary to make it valid and enforceable.


 


[SIGNATURE
PAGE TO FOLLOW]


 




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In
acknowledgment that the foregoing correctly sets forth the understanding reached by the Placement Agents and the Company, and
intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement
as of the date executed.


 


	 	Very
    truly yours,
	 	 	 
	 	Boxlight
    Corporation
	 	 	 
	 	By:	 


 


	Accepted
    as of the date hereof:	 
	 	 	 
	Aegis
    Capital Corp.	 
	 	 	 
	By:	 	 


 




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