DEALER-MANAGER
AGREEMENT


 


July      ,
2016


 


Source
Capital Group, Inc.


As
Dealer-Manager


276
Post Road West


Westport,
CT 06880


 


Ladies
and Gentlemen:


 


The
following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”)
to be undertaken by IEG Holdings Corporation, a Florida corporation (the “Company”), pursuant to which the
Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”),
subscription rights to purchase up to 95,319,741 shares of its Common Stock (the “Rights”) as set forth in
the Company’s Form S-1 registration statement (File No. 333-211636) filed with the U.S. Securities and Exchange Commission
(the “Commission”) on May 26, 2016, as amended, to subscribe for and purchase shares of Common Stock (the “Rights
Shares”) at a subscription price to be determined by mutual agreement of the Company and the Dealer-Manager prior to
the completion of the Rights Offering (the “Subscription Price”).


 


1. The
Rights Offering.


 


(a)
The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock shall receive one Stock Right
for each share of Common Stock held of record at the close of business on August 15, 2016 (the “Record Date”).
Holders of Rights (each a “Holder”) will be entitled to subscribe for and purchase, at the Subscription Price,
one share of Common Stock for every Stock Right granted to Holders on the Record Date (the “Basic Subscription Right”);
provided that, the Rights may only be exercised for a maximum of $100,000,000 of subscription proceeds. 


 


(b) The
Rights shall be non-transferable. The Rights Shares are expected to be quoted on the OTCQX Marketplace and shall be transferable
in accordance with applicable state “blue sky” laws, rules and regulations.


 


(c) Any
holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Rights Shares
which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription
Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount equal to
any and all of the Rights Shares which were not otherwise subscribed for as of the Expiration Date (as defined below). Rights
Shares acquired pursuant to the Over-Subscription Rights are subject to allotment and pro rata allocation, as more fully discussed
in the Prospectus (as defined herein).


 




    	 	 	 



    	 



    

 


(d)
The Rights will expire at 5:00 p.m., New York City time, on August 29, 2016, (the “Expiration Date”). The Company
shall have the right to extend the Expiration Date for up to an additional 30 days in its sole discretion.


 


(e) All
funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Computershare Inc., as
the subscription agent (the “Subscription Agent”), and held in a segregated account with the Subscription Agent
pending a final determination of the number of Rights Shares to be issued pursuant to the exercise of Basic Subscription Rights
and Over-Subscription Rights. As soon as is practicable after the Expiration Date, the Company shall conduct a closing of the
Rights Offering (a “Closing”). In no event will the Company raise more than $100,000,000 in this Rights Offering.


 


2. Appointment
as Dealer-Manager; Role of Dealer-Manager. The Company hereby engages Source Capital Group, Inc. (“Source”)
as the exclusive dealer-manager (the “Dealer-Manager”) in connection with the Rights Offering, and authorizes
the Dealer-Manager to act as such on its behalf in connection with the Rights Offering, in accordance with this Dealer-Manager
Agreement (this “Agreement”). During the Engagement Period, as defined in the engagement letter entered into
by and between the Company and the Dealer-Manager, dated April 1, 2016, as amended (the “Engagement Letter”),
the Company will not solicit, negotiate with or enter into any agreement with any placement agent, financial advisor, dealer-manager,
brokers, dealers or underwriters or any other person or entity in connection with the Rights Offering. On the basis of the representations
and warranties and agreements of the Company contained in this Agreement and subject to and in accordance with the terms and conditions
hereof, the Dealer-Manager agrees that as Dealer-Manager it will, in accordance with its customary practice and to the extent
requested by the Company, use its commercially reasonable efforts to (i) advise on pricing, structuring and other terms and conditions
of the Rights Offering, including whether to provide for transferability, tradability and oversubscription rights and limits (it
being acknowledged that such services have been previously provided pursuant to the Engagement Letter without compensation therefor),
(ii) provide guidance on general market conditions and their impact on the Rights Offering, (iii) assist the Company in drafting
a presentation that may be used to market the Rights Offering to existing and potential investors, describing the proposed capital
raising, the Company’s history and performance to date, track records of key executives, highlights of the Company’s
business plan and the intended use of proceeds from the Rights Offering, (iv) advise on the selection of the Information Agent
and Subscription Agent (it being acknowledged that such advice has been previously rendered pursuant to the Engagement Letter),
(v) assist the Company with its understanding of state blue sky laws and retaining of Issuer counsel to assist with the blue sky
filings related to the Rights Offering, (vi) solicit the holders of the Rights to encourage them to exercise such Rights and (vii)
use its best efforts to place any unsubscribed Rights Shares at the Subscription Price for an additional period of up to 45 days.
For the avoidance of doubt and notwithstanding anything that may be to the contrary in this Agreement, the Company and the Dealer-Manager
hereby agree that the Dealer-Manager will not underwrite the Rights Offering, the Dealer-Manager has no obligation to act, and
will not act, in any capacity as an underwriter in connection with the Rights Offering and the Dealer-Manager has no obligation
to purchase or procure purchases of the Rights Shares offered in connection with the Rights Offering. Except as set forth herein,
the Company agrees that it will not hold the Dealer-Manager liable or responsible for the failure of the Rights Offering in the
event that the Rights Offering is not successfully consummated for any reason.


 




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3. No
Liability for Acts of Brokers, Dealers, Banks and Trust Companies. The Dealer-Manager shall not be subject to any liability
to the Company or any of the Company’s Subsidiaries (as defined below) or “affiliates” (“Affiliates,”
as such term is defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)) for
any act or omission on the part of any broker or dealer in securities (other than the Dealer-Manager) or any natural person, partnership,
limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, or other entity or organization (each, a “Person”), and the Dealer-Manager shall
not be liable for its own acts or omissions in performing its obligations as advisor or Dealer-Manager hereunder or otherwise
in connection with the Rights Offering or the related transactions. In soliciting or obtaining exercises of Rights, the Dealer-Manager
shall not be deemed to be acting as the agent of the Company or as the agent of any broker, dealer, bank or trust company, and
no broker, dealer, bank or trust company shall be deemed to be acting as the Dealer-Manager’s agent or as the agent of the
Company. As used herein, the term “Subsidiary” means a Subsidiary of the Company as defined in Rule 405 of
the Securities Act. Unless the context specifically requires otherwise, the term “Company” as used in this
Agreement means the Company and its Subsidiaries collectively on a consolidated basis.


 


4. The
Offer Documents.


 


(a) There
will be used in connection with the Rights Offering certain materials in addition to the Registration Statement, Preliminary Prospectus
and any Prospectus Supplement as filed (each as defined herein), including: (i) all exhibits to the Registration Statement which
pertain to the conduct of the Rights Offering, (ii) any soliciting materials relating to the Rights Offering approved by the Company
and (iii) any free writing prospectus with respect to the Rights Offering filed by the Company (collectively with the Registration
Statement and the Prospectus, the “Offer Documents”). The Dealer-Manager shall be given an opportunity to review
and comment upon the Offer Documents.


 


(b) The
Company agrees to furnish the Dealer-Manager with as many copies as it may reasonably request of the final forms of the Offer
Documents and the Dealer-Manager is authorized to use copies of the Offer Documents in connection with its acting as Dealer-Manager.
The Dealer-Manager hereby agrees that it will not disseminate any written material for or in connection with the solicitation
of exercises of Rights pursuant to the Rights Offering other than the Offer Documents.


 


(c) The
Company represents and agrees that no solicitation material, other than the Offer Documents and the documents to be filed therewith
as exhibits thereto (each in the form of which has been approved by the Dealer-Manager), will be used in connection with the Rights
Offering by or on behalf of the Company without the prior approval of the Dealer-Manager, which approval will not be unreasonably
withheld. In the event that the Company uses or permits the use of any such solicitation material in connection with the Rights
Offering, then the Dealer-Manager shall be entitled to withdraw as Dealer-Manager in connection with the Rights Offering and the
related transactions without any liability or penalty to the Dealer-Manager or any other Person identified in Section 11 hereof
as an “indemnified party,” and the Dealer-Manager shall be entitled to receive the payment of all fees and expenses
payable under this Agreement or the Engagement Letter which have accrued to the date of such withdrawal or which otherwise thereafter
become payable.


 




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(d) As
of the date hereof and at all times prior to and following the effectiveness of the Registration statement, the Company and its
officers, directors and Affiliates shall abide by all rules and regulations of the Commission relating to public offerings, including,
without limitation, those relating to public statements and disclosures of material non-public information.


 


5. Representations
and Warranties. The Company represents and warrants to the Dealer-Manager that:


 


(a) The
Company has prepared and filed with the Commission a registration statement, and an amendment or amendments thereto, on Form S-1
(File No. 333-211636) including a Preliminary Prospectus (as defined below) for the registration of the Rights and Rights Shares
under the Securities Act, which Registration Statement, as so amended prior to the Effective Time (including post-effective amendments,
if any), has been declared effective by the Commission and copies of which have heretofore been delivered to the Dealer-Manager.
At the time of such filing, the Company met the requirements of Form S-1 under the Securities Act. Promptly after execution and
delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule
430A”) of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”)
and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. The information included in
such prospectus that was omitted from such Registration Statement at the time it became effective but that is deemed to be part
of such Registration Statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule
430A Information.” The Preliminary Prospectus and each prospectus used before such Registration Statement became effective,
and any prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and
delivery of this Agreement, is referred to herein as a “Preliminary Prospectus.” For purposes of this Agreement,
“Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective
amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the
Effective Time; “Registration Statement” means such Registration Statement, as amended at the Effective Time,
including any documents which are exhibits thereto; and “Prospectus” means such final prospectus, as first
filed with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the Securities Act, including the Preliminary Prospectus
all information or reports under the Securities Exchange Act of 1934, as amended, incorporated in the Prospectus by reference.
The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus. All
references in this Agreement to the Registration Statement, a Preliminary Prospectus, and the Prospectus, or any amendments or
supplements to any of the foregoing shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval System (“EDGAR”). The Prospectus delivered to the Dealer-Manager for
use in connection with the Rights Offering 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 promulgated by the Commission.


 




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(b) The
Registration Statement (together with all exhibits filed as part of the Registration Statement) conforms, and any Preliminary
Prospectus and the Prospectus and any further amendments or supplements to the Registration Statement conforms or will conform,
when they are filed with or become effective by the Commission, as the case may be, in each case, in all material respects to
the requirements of the Securities Act and collectively do not and will not, as of the applicable Effective Date (as to the Registration
Statement and any amendment thereto) and as of the applicable filing date (as to the Prospectus and any amendment or supplement
thereto) 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 (with respect to the Prospectus, in the light of the circumstances under which they were made)
not misleading; provided that no representation or warranty is made by the Company as to information contained in or omitted from
the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company
by or on behalf of the Dealer-Manager specifically for inclusion therein, it being acknowledged and agreed that such information
provided by or on behalf of the Dealer-Manager consists solely and exclusively of disclosure of the name of the Dealer-Manager
acting in its capacity as dealer-manager for the Rights Offering contained in the Prospectus (collectively, the “Dealer-Manager
Information”) under appropriate headings and in its final form as approved by the Dealer-Manager and its counsel.


 


(c) There
are no contracts, agreements, plans or other documents which are required to be described in the Prospectus or filed as exhibits
to the Registration Statement by the Securities Act which have not been described in the Prospectus or filed as exhibits to the
Registration Statement or referred to in, or incorporated by reference into, the exhibit table of the Registration Statement as
permitted by the Securities Act.


 


(d) The
Company and each of its Subsidiaries have been duly incorporated and are validly existing as corporations in good standing under
the laws of their respective jurisdictions of incorporation, are duly qualified to do business and are in good standing as foreign
corporations in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective
businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties
and to conduct the businesses in which they are engaged, except where the absence of such power or authority (either individually
and in the aggregate) could not reasonably be expected to have a material adverse effect on: (i) the business, condition (financial
or otherwise), results of operations, shareholders’ equity, properties or prospects (as such prospects are disclosed or
described in the Prospectus) of the Company or its Subsidiaries; (ii) the long-term debt or capital stock of the Company or its
Subsidiaries; or (iii) the Rights Offering or consummation of any of the other transactions contemplated by this Agreement, the
Registration Statement or the Prospectus (any such effect being a “Material Adverse Effect”).


 


(e) This
Agreement has been duly authorized, executed and delivered by the Company and, assuming the due authorization, execution and delivery
by the Dealer-Manager, constitutes the valid and legally binding agreement of the Company, enforceable against the Company in
accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or affecting creditors’ rights generally and by general principles of equity.


 




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(f) Neither
the Company nor any of its Subsidiaries: (i) is in violation of its charter or by-laws, (ii) in default under or in breach of,
and no event has occurred which, with notice or lapse of time or both, would constitute a default or breach under or result in
the creation or imposition of any lien, charge, mortgage, pledge, security interest, claim, equity, trust or other encumbrance,
preferential arrangement, defect or restriction of any kind whatsoever (each, a “Lien”) upon any of their property
or assets pursuant to, any material contract, agreement, indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, or (iii)
is in violation in any respect of any law, rule, regulation, ordinance, directive, judgment, decree or order, foreign and domestic,
to which it or its properties or assets may be subject or has failed to obtain any material license, permit, certificate, franchise
or other governmental authorization or permit necessary to the ownership of its properties or assets or to the conduct of its
business, except, in the case of clauses (ii) and (iii) above, any violation, default or failure to possess the same that would
not have a Material Adverse Effect.


 


(g)
Prior to or on the date hereof: (i) the Company and the Subscription Agent have or will have entered into a subscription agency
agreement (the “Subscription Agency Agreement”) if required by the Subscription Agent and (ii) the Company
and Georgeson LLC (the “Information Agent”) have or will have entered into an information agency agreement
(the “Information Agency Agreement”) if required by the Information Agent. When executed by the Company, if
applicable, each of the Subscription Agency Agreement and the Information Agency Agreement will have been duly authorized, executed
and delivered by the Company and, assuming due authorization, execution and delivery by Subscription Agent or the Information
Agent, as the case may be, will constitute a valid and legally binding agreement of the Company enforceable in accordance with
its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or affecting creditors’ rights generally and by general principles of equity.


 


(h) The
Rights and Rights Shares to be issued and distributed by the Company have been duly and validly authorized and, when issued and
delivered in accordance with the terms of the Offer Documents, will be duly and validly issued, and will constitute valid and
legally binding obligations of the Company enforceable against the Company in accordance with their terms, no holder of the Rights
and Rights Shares is or will be subject to personal liability by reason of being such a holder, and the Rights and Rights Shares
conform to the description thereof contained in the Prospectus. The shares of Common Stock issuable upon exercise of any Rights
have been duly and validly authorized and, when issued and delivered in accordance with the terms of the Rights, will be duly
and validly issued, fully paid and non-assessable and will constitute valid and legally binding obligations of the Company enforceable
against the Company in accordance with their terms, no holder of the Common Stock is or will be subject to personal liability
by reason of being such a holder, and the Common Stock conforms to the description thereof contained in the Prospectus.


 




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(i) Except
as disclosed in the Prospectus with respect to the Company’s authorized capitalization, the Rights Shares have been duly
and validly authorized and reserved for issuance upon exercise of the Rights and are free of statutory and contractual preemptive
rights and are sufficient in number to meet the exercise requirements of the Rights Offering; and the Rights Shares, when so issued
and delivered against payment therefore in accordance with the terms of the Rights Offering, will be duly and validly issued,
fully paid and non-assessable, with no personal liability attaching to the ownership thereof, and will conform to the description
thereof contained in the Prospectus.


 


(j) The
Common Stock is quoted on the OTCQX Marketplace. The Company has not received an oral or written notification from the OTCQX Marketplace
or any court or any other federal, state, local or foreign governmental or regulatory authority having jurisdiction over the Company
or any of its Subsidiaries or any of their properties or assets (“Governmental Authority”) of any inquiry or
investigation or other action that would cause the Common Stock or the Rights Shares to not be quoted on the OTCQX Marketplace.


 


(k) The
Company has an authorized capitalization as set forth under the caption “Capitalization” in the Prospectus,
and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid
and non-assessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of
Company capital stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe
for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights
of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for,
any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement.
The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other
rights granted thereunder, set forth in the Registration Statement accurately and fairly presents in all material respects the
information required to be shown with respect to such plans, arrangements, options and rights.


 


(l) The
Company and its Subsidiaries own or lease all such assets or properties as are necessary to the conduct of its business as presently
operated and as proposed to be operated as described in the Registration Statement and the Prospectus. Except to the extent leased
by the Company or its Subsidiaries, the Company and its Subsidiaries have good and marketable title in fee simple to all assets
or real property and good and marketable title to all personal property owned by them, in each case free and clear of any Lien,
except for such Liens as are described in the Registration Statement and the Prospectus. Any assets or real property and buildings
held under lease or sublease by the Company or any Subsidiary is held under valid, subsisting and enforceable leases with such
exceptions as are not material to, and do not interfere with, the use made and proposed to be made as described in the Registration
Statement and Prospectus of such property and buildings by the Company or such Subsidiary. Neither the Company nor any Subsidiary
has received any notice of any material claim adverse to its ownership of any real or personal property or of any material claim
against the continued possession of any real property, whether owned or held under lease or sublease by the Company or any Subsidiary.


 




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(m) The
Company and its Subsidiaries have all material consents, approvals, authorizations, orders, registrations, qualifications, licenses,
filings and permits of, with and from all judicial, regulatory and other Governmental Authorities and all third parties, foreign
and domestic (collectively, with the Licensing Requirements described below, the “Consents”), to own, lease
and operate their properties and conduct their businesses as presently being conducted and as disclosed in the Registration Statement
and the Prospectus, and each such Consent is valid and in full force and effect. The Company has not received notice of any investigation
or proceedings which results in or, if decided adversely to the Company, could reasonably be expected to result in, the revocation
of any Consent or reasonably be expected to have a Material Adverse Effect. No Consent contains a materially burdensome restriction
not adequately disclosed in the Registration Statement and the Prospectus.


 


(n) The
execution, delivery and performance of this Agreement by the Company, the issuance of the Rights in accordance with the terms
of the Offer Documents, the issuance of the Rights Shares in accordance with the terms of the Rights Offering, and the consummation
by the Company of the transactions contemplated hereby, the Subscription Agency Agreement and the Information Agency Agreement,
will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under,
any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries
or any of its Affiliates is a party or by which the Company or any of its Subsidiaries or its Affiliates is bound or to which
any of the properties or assets of the Company or any of its Subsidiaries or its Affiliates is subject, nor will such actions
result in any violation of the provisions of the charter or by-laws of the Company or any of its Subsidiaries or any statute or
any order, rule or regulation of any Governmental Authority; and except for the registration of the Rights and the Rights Shares
under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under
the Exchange Act and applicable state securities laws in connection with the distribution of the Rights and the sale of the Rights
Shares by the Company, no consent, approval, authorization or order of, or filing or registration with, any such court or Governmental
Authority is required for the execution, delivery and performance of this Agreement by the Company and the consummation by it
of the transactions contemplated hereby.


 


(o) Except
as otherwise set forth in the Prospectus, there are no contracts, agreements or understandings between the Company and any Person
granting such Person the right to require the Company to include such securities in the securities registered pursuant to the
Registration Statement. No holder of any security of the Company has any rights of rescission or similar rights with respect to
such securities held by them.


 


(p) Neither
the Company nor any of its Subsidiaries has sustained, since the date of the latest balance sheet included in the Prospectus or
after such date and as disclosed in the Prospectus, any material loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order
or decree; and, since such date or after such date and as disclosed in the Prospectus, there has not been any change in the capital
stock or long-term debt of the Company or any of its Subsidiaries or any material adverse change, or any development involving
a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’
equity, results of operations or prospects (as such prospects are disclosed or described in the Prospectus) of the Company and
its Subsidiaries (a “Material Adverse Change”). Since the date of the latest balance sheet presented in the
Prospectus, the Company has not incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated
or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business
or asset, which are material to the Company, except for liabilities, obligations and transactions which are disclosed in the Registration
Statement, any Preliminary Prospectus and the Prospectus.


 




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(q) Rose,
Snyder & Jacobs LLP (“RSJ”), whose reports relating to the Company are included in the Registration Statement,
are independent registered public accountants as required by the Securities Act, the Exchange Act and the rules and regulations
promulgated by the Public Company Accounting Oversight Board (the “PCAOB”). RSJ, to the best of the Company’s
knowledge, is duly registered and in good standing with the PCAOB. RSJ has not, during the periods covered by the financial statements
included in the Registration Statement, the Preliminary Prospectus and the Prospectus, provided to the Company any non-audit services,
as such term is used in Section 10A(g) of the Exchange Act.


 


(r) The
financial statements, including the notes thereto, and any supporting schedules included in the Registration Statement, any Preliminary
Prospectus and the Prospectus present fairly, in all material respects, the financial position as of the dates indicated and the
cash flows and results of operations for the periods specified of the Company. Except as otherwise stated in the Registration
Statement, any Preliminary Prospectus and the Prospectus, said financial statements have been prepared in conformity with United
States generally accepted accounting principles applied on a consistent basis throughout the periods involved. Any supporting
schedules included in the Registration Statement, any Preliminary Prospectus and the Prospectus present fairly, in all material
respects, the information required to be stated therein. No other financial statements or supporting schedules are required to
be included or incorporated by reference in the Registration Statement. The other financial and statistical information included
in the Registration Statement, any Preliminary Prospectus and the Prospectus present fairly, in all material respects, the information
included therein and have been prepared on a basis consistent with that of the financial statements that are included in the Registration
Statement, such Preliminary Prospectus and the Prospectus and the books and records of the respective entities presented therein.


 


(s) There
are no pro forma or as adjusted financial statements which are required to be included in the Registration Statement, any Preliminary
Prospectus and the Prospectus in accordance with Regulation S-X under the Securities Act which have not been included as so required.
The pro forma and/or as adjusted financial information included in the Registration Statement, any Preliminary Prospectus and
the Prospectus has been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and
include all adjustments necessary to present fairly, in all material respects, in accordance with generally accepted accounting
principles the pro forma and as adjusted financial position of the respective entity or entities presented therein at the respective
dates indicated and their cash flows and the results of operations for the respective periods specified. The assumptions used
in preparing the pro forma and as adjusted financial information included in the Registration Statement, any Preliminary Prospectus
and the Prospectus provide a reasonable basis for presenting the significant effects directly attributable to the transactions
or events described therein. The related pro forma and pro forma as adjusted adjustments give appropriate effect to those assumptions;
and the pro forma and pro forma as adjusted financial information reflect the proper application of those adjustments to the corresponding
historical financial statement amounts.


 




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(t) The
statistical, industry-related and market-related data included in the Registration Statement, any Preliminary Prospectus and the
Prospectus are based on or derived from sources which the Company reasonably believes are reliable and accurate, and such data
agree with the sources from which they are derived. All applicable third party consents have been obtained in order for such data
to be included in the Registration Statement, any Preliminary Prospectus and the Prospectus.


 


(u) Except
as disclosed in the Registration Statement and the Prospectus, the Company maintains a system of internal accounting and other
controls sufficient to provide reasonable assurances 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 United States generally accepted accounting principles and to maintain accountability for assets, (iii) access
to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accounting
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.


 


(v) The
Company’s Board of Directors has validly appointed an audit committee, compensation committee and nominating and corporate
governance committee whose composition satisfies the requirements of the rules and regulations of the Commission and the Company’s
Board of Directors and/or audit committee, compensation committee and the nominating corporate governance committee has each adopted
a charter as described in the Registration Statement, and such charters are in full force and effect as of the date hereof. Neither
the Company’s Board of Directors nor the audit committee thereof has been informed, nor is any director of the Company aware,
of: (i) except as disclosed in the Registration Statement and the Prospectus, any significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s
ability to record, process, summarize and report financial information; or (ii) any fraud, whether or not material, that involves
management or other employees who have a significant role in the Company’s internal control over financial reporting.


 


(w) The
Company is in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”)
applicable to the Company, and the rules and regulations promulgated thereunder and related or similar rules and regulations promulgated
by any other Governmental Authority or self-regulatory entity or agency, except for violations which, singly or in the aggregate,
are disclosed in the Prospectus or would not have a Material Adverse Effect.


 


(x) No
relationship, direct or indirect, exists between or among any of the Company or any Affiliate of the Company, on the one hand,
and any director, officer, shareholder, customer or supplier of the Company or any Affiliate of the Company, on the other hand,
which is required by the Securities Act or the Exchange Act to be described in the Registration Statement or the Prospectus which
is not so described as required. Except as disclosed in the Registration Statement and the Prospectus, there are no outstanding
loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness
by the Company to or for the benefit of any of the officers or directors of the Company or any of their respective family members.
The Company has not, in violation of Sarbanes-Oxley, directly or indirectly, including through any Affiliate of the Company (other
than as permitted under Sarbanes-Oxley for depositary institutions), extended or maintained credit, arranged for the extension
of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer of the
Company.


 




    	 	 10	 



    	 



    

 


(y) Except
as described in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its Subsidiaries
is a party or of which any property or asset of the Company or any of its Subsidiaries is the subject which, if determined adversely
to the Company or any of its Subsidiaries, are reasonably likely to have a Material Adverse Effect; and to the best of the Company’s
knowledge, except as disclosed in the Prospectus, no such proceedings are threatened or contemplated by Governmental Authorities
or threatened by others.


 


(z) The
Company and its Subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid
all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied
against any of them, except where the failure to make such filings or make such payments, either individually or in the aggregate,
could not reasonably be expected to have, a Material Adverse Effect. The Company has made adequate charges, accruals and reserves
in its financial statements above in respect of all federal, state and foreign income and franchise taxes for all periods as to
which the tax liability of the Company or any of its Subsidiaries has not been finally determined.


 


(aa) Each
of the Company and its Subsidiaries maintains insurance of the types and in the amounts which the Company believes to be reasonable
and sufficient for a company of its size operating in the Company’s industry, including, but not limited to: (i) directors’
and officers’ insurance (including insurance covering the Company, its directors and officers for liabilities or losses
arising in connection with the Rights Offering, including, without limitation, liabilities or losses arising under the Securities
Act, the Exchange Act and applicable foreign securities laws), (ii) insurance covering real and personal property owned or leased
against theft, damage, destruction, acts of vandalism and all other risks customarily insured against and (iii) business interruption
insurance. There are no claims by the Company or any of its Subsidiaries under any policy or instrument described in this paragraph
as to which any insurance company is denying liability or defending under a reservation of rights clause. All of the insurance
policies described in this paragraph are in full force and effect. Neither the Company nor any of its Subsidiaries has been refused
any insurance coverage sought or applied for, and the Company has no 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 from similar insurers as may be necessary to
continue its business at a cost that would not have a Material Adverse Effect.


 




    	 	 11	 



    	 



    

 


(bb) The
Company and its Subsidiaries own or possess or have the right to use on reasonable terms all patents, patent rights, patent applications,
licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures), trademarks, service marks, trade names, service names and other intellectual property (collectively,
“Intellectual Property”) necessary to carry on their respective businesses as described in the Prospectus and
as proposed to be conducted; and neither the Company nor any of its Subsidiaries has received any notice or is otherwise aware
of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or
circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Company or any
of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding)
or invalidity or inadequacy, individually or in the aggregate, might result in a Material Adverse Effect. All former and current
employees of the Company or any of its Subsidiaries (and, to the Company’s knowledge, all other agents, consultants and
contractors of the Company or any of its subsidiaries who contributed to or participated in the conception or development of any
Intellectual Property for the Company or any of its Subsidiaries) have executed written contracts or agreements that assign to
the Company all rights to any inventions, improvements, discoveries or information relating to the business of the Company and
its subsidiaries, including without limitation all Intellectual Property owned, controlled by or in the possession of the Company
or any of its subsidiaries. To the knowledge of the Company, there is no unauthorized use, infringement or misappropriation of
any of the Intellectual Property by any third party, employee or former employee. Each agreement and instrument (each, a “License
Agreement”) pursuant to which any Intellectual Property is licensed to the Company or any of its subsidiaries is in
full force and effect, has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company
or the applicable subsidiary, as the case may be, enforceable against the Company or such subsidiary in accordance with its terms,
except as enforcement thereof may be subject to bankruptcy, insolvency or other similar laws relating to or affecting creditors’
rights generally or by general equitable principles; the Company and its subsidiaries are in compliance with their respective
obligations under all License Agreements and, to the knowledge of the Company, all other parties to any of the License Agreements
are in compliance with all of their respective obligations thereunder; no event or condition has occurred or exists that gives
or would give any party to any License Agreement the right, either immediately or with notice or passage of time or both, to terminate
or limit (in whole or in part) any such License Agreement or any rights of the Company or any of its subsidiaries thereunder,
to exercise any of such party’s remedies thereunder, or to take any action that would adversely affect any rights of the
Company or any of its subsidiaries thereunder or that might have a Material Adverse Effect and the Company is not aware of any
facts or circumstances that would result in any of the foregoing or give any party to any License Agreement any such right; and
neither the Company nor any of its subsidiaries has received any notice of default, breach or non-compliance under any License
Agreement.


 


(cc) Except
as described in any Preliminary Prospectus, the Prospectus and the Registration Statement, the Company: (i) is and at all times
has been in full compliance with all statutes, rules, regulations or guidance applicable to the ownership, testing, development,
manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import,
export or disposal of any product manufactured, distributed or sold by the Company or any component thereof (such statutes, rules,
regulations or guidance, collectively, “Applicable Laws”); (ii) has not received any notice of adverse finding,
warning letter, untitled letter or other correspondence or notice from any Governmental Authority alleging or asserting noncompliance
with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments
thereto required by any such Applicable Laws (“Authorizations”); (iii) possesses all Authorizations and such
Authorizations are valid and in full force and effect and are not in violation of any term of any such Authorizations; (iv) has
not received notice of any claim, suit, proceeding, hearing, enforcement, audit, investigation, arbitration or other action from
any Governmental Authority 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 Authority or third party is considering any such claim, suit,
proceeding, hearing, enforcement, audit, investigation, arbitration or other action; (v) has not received notice that any Governmental
Authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge
that any such Governmental Authority is considering such action; (vi) 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 material 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), except, in the case of each of clauses (i), (ii) and (iii), for any default, violation
or event that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.


 




    	 	 12	 



    	 



    

 


(dd) Neither
the Company nor, to the Company’s knowledge, any of the Company’s directors, officers or employees has violated: (i)
the Bank Secrecy Act, as amended, (ii) the Money Laundering Control Act of 1986, as amended, (iii) the Foreign Corrupt Practices
Act, or (iv) the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
(USA PATRIOT ACT) Act of 2001, and/or the rules and regulations promulgated under any such law, or any successor law, except for
such violations which, singly or in the aggregate, would not have a Material Adverse Effect.


 


(ee) Neither
the Company nor any of its Affiliates has, prior to the date hereof, made any offer or sale of any securities which are required
to be “integrated” pursuant to the Securities Act with the offer and sale of the Rights Shares pursuant to the Registration
Statement.


 


(ff) Except
as described in the Registration Statement and the Prospectus, there are no claims, payments, arrangements, agreements or understandings
relating to the payment of a finder’s, consulting or origination fee or other compensation by the Company with respect to
the issuance or exercise of the Rights or the sale of the Rights Shares or any other arrangements, agreements or understandings
of the Company or, to the Company’s knowledge, the Company’s officers, directors and employees or Affiliates that
may affect the Dealer-Manager’s compensation, as determined by the Financial Industry Regulatory Authority, Inc. (“FINRA”).
Except as previously disclosed by the Company to the Dealer-Manager in writing, no officer, director, or beneficial owner of 5%
or more of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the
time acquired or the source from which derived) or any other Affiliate is a member or a Person associated, or affiliated with
a member of FINRA. No proceeds from the exercise of the Rights will be paid to any FINRA member, or any Persons associated or
affiliated with a member of FINRA, except as specifically contemplated herein. Except as previously disclosed by the Company to
the Dealer-Manager, to the Company’s knowledge, no Person to whom securities of the Company have been privately issued within
the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association
with any member of FINRA.


 




    	 	 13	 



    	 



    

 


(gg) There
are no contracts, agreements or understandings between the Company and any Person that would give rise to a valid claim against
the Company or the Dealer-Manager for a brokerage commission, finder’s fee or other like payment in connection with the
transactions contemplated by this Agreement. Other than the Dealer-Manager, the Company has not employed any brokers, dealers
or underwriters in connection with solicitation of exercise of Rights in the Rights Offering, and except provided for in Sections
6 and 7 hereof, no other commissions, fees or discounts will be paid by the Company in connection with solicitation of the exercise
of Rights in the Rights Offering.


 


(hh) Neither
the Company nor, to the Company’s knowledge, any of the Company’s officers, directors, employees or agents has at
any time during the last five (5) years: (i) made any unlawful contribution to any candidate for foreign office, or failed to
disclose fully any contribution in violation of law, or (ii) made any payment to any federal or state governmental officer or
official, or other Person charged with similar public or quasi-public duties, other than payments that are not prohibited by the
laws of the United States of any jurisdiction thereof.


 


(ii) The
Company has not and will not, directly or indirectly through any officer, director or Affiliate of the Company or through any
other Person: (i) taken any action designed to cause or to result in, or that has constituted or which might reasonably be expected
to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the issuance of the
Rights or the sale or resale of the Rights Shares, (ii) since the filing of the Registration Statement sold, bid for or purchased,
or paid any Person (other than the Dealer-Manager) any compensation for soliciting exercises or purchases of, the Rights or the
Rights Shares and (iii) until the later of the expiration of the Rights or the completion of the distribution (within the meaning
of Regulation M under the Exchange Act) of the Rights Shares, sell, bid for or purchase, apply or agree to pay to any Person (other
than the Dealer-Manager) any compensation for soliciting another to purchase any other securities of the Company (except for the
solicitation of the exercises of Rights pursuant to this Agreement). The foregoing shall not apply to the offer, sale, agreement
to sell or delivery with respect to: (i) Rights Shares offered and sold upon exercise of the Rights, as described in the Prospectus,
or (ii) any shares of Common Stock sold pursuant to the Company’s employee benefit plans.


 


(jj) Each
“forward-looking statement” (within the meaning of Section 27A of the Securities Act or Section 21E of the
Exchange Act) included in the Registration Statement and the Prospectus has been made or reaffirmed with a reasonable basis and
has been disclosed in good faith.


 




    	 	 14	 



    	 



    

 


As
used in this Agreement, references to matters being “material” with respect to the Company or any matter relating
to the Company shall mean a material item, event, change, condition, status or effect related to the condition (financial or otherwise),
properties, assets (including intangible assets), liabilities, business, prospects (as such prospects are disclosed or described
in any Preliminary Prospectus or the Prospectus), operations or results of operations of the Company and its Subsidiaries, taken
as a whole.


 


As
used in this Agreement, the term “knowledge of the Company” (or similar language) shall mean the knowledge
of the officers of the Company who are named in the Prospectus, with the assumption that such officers shall have made reasonable
and diligent inquiry of the matters presented (with reference to what is customary and prudent for the applicable individuals
in connection with the discharge by the applicable individuals of their duties as officers or directors of the Company).


 


6. Compensation.
In consideration for its services in the Rights Offering, the Dealer-Manager shall receive a cash fee equal to 8% of the dollar
amount received by the Company from any cash exercise of the Rights issued to investors in the Rights Offering, as a 6% commission,
which commission shall not exceed $6,000,000 in the aggregate, and 1.8% non-accountable expense fee, which non-accountable expense
fee shall not exceed $1,800,000 in the aggregate, as well as an out-of-pocket accountable expense allowance of 0.2%, which accountable
expense allowance shall not exceed $200,000 in the aggregate, provided that, the Company has previously paid the Dealer-Manager
a $10,000 advance against such out-of-pocket accountable expense allowance (the “Advance”). If the Rights Offering
is not consummated, the portion of the Advance not used for the Dealer-Manager’s actual out-of-pocket expenses shall be
promptly reimbursed to the Company as required under FINRA Rule 5110(f)(2)(D). For any unsubscribed Rights Shares placed by the
Dealer-Manager after the conclusion of the Rights Offering, the Dealer-Manager shall receive a placement fee equal to 6%, in lieu
of the dealer-manager fee, along with continuing non-accountable and accountable expense allowances of 1.8% and 0.2%, respectively,
with such placement fee and expenses to be calculated in respect of the total gross proceeds paid to and received by the Company
for subscriptions accepted by the Company from investors in connection with such placement and such placement fee and expenses
not to exceed the aggregate amounts that would have been otherwise received by the Dealer-Manager if the Rights Offering were
fully subscribed. Neither the placement fee or expense allowances in connection with the placement of shares by the Dealer-Manager
shall be payable with respect to any securities purchased as result of the exercise of any Basic Subscription Right or Over-Subscription
Right. All payments to be made by the Company pursuant to this Section 6 shall be made, with respect to the Rights Offering, on
the date of the consummation of the subscriptions for Rights Shares pursuant to the exercise of Rights (the “Closing
Date”) or, with respect to the post-Rights Offering placement of Rights Shares by the Dealer-Manager, at the conclusion
of such placement, by wire transfer of immediately available funds.


 


7. Expenses.
In addition to the Dealer-Manager’s compensation for services hereunder pursuant to Section 6 hereof, the Company shall
pay or cause to be paid:


 




    	 	 15	 



    	 



    

 


(a) all
expenses (including any taxes) incurred by the Company in connection with the Rights Offering and the preparation, issuance, execution,
authentication and delivery of the Rights and the Rights Shares;


 


(b) all
fees, expenses and disbursements of the Company’s accountants, legal counsel and other third party advisors;


 


(c) all
reasonable and documented costs and expenses of the Dealer-Manager as set forth in the Engagement Letter and Section 6 above and
reimbursable upon any termination of this Agreement only as permitted by FINRA Rule 5110(f)(2)(D);


 


(d) all
fees and expenses of the Subscription Agent and the Information Agent;


 


(e) all
fees, expenses and disbursements (including, without limitation, fees and expenses of the Company’s accountants and counsel)
in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement (including the financial
statements therein and all amendments and exhibits thereto), each Preliminary Prospectus, the Prospectus, the other Offer Documents
and any amendments or supplements of the foregoing and any printing, delivery and shipping of this Agreement, the costs of distributing
the terms of any agreement relating to any organization of soliciting dealers, if any, to the members thereof by mail, fax or
other means of communications;


 


(f) all
reasonable fees, expenses and disbursements relating to the registration or qualification of the Rights and Rights Shares under
the “blue sky” securities laws of any states or other jurisdictions and all fees and expenses associated with the
preparation of the preliminary and final forms of Blue Sky Memoranda;


 


(g) all
filing fees of the Commission;


 


(h) all
filing fees relating to the review of the Rights Offering by FINRA;


 


(i) any
applicable listing or other fees;


 


(j) the
cost of printing certificates representing the Rights and Rights Shares;


 


(k) all
advertising charges pertaining to the Rights Offering that have been pre-approved by the Company in writing;


 


(l) the
cost and charges of the Company’s transfer agent(s) or registrar(s); and


 


(m) all
other costs and expenses incident to the performance of the Company’s obligations hereunder for which provision is not otherwise
made in this Section.


 


(n) All
payments to be made by the Company pursuant to this Section 7 shall be made promptly after the termination or expiration of the
Rights Offering or, if later, promptly after the related fees, expenses or charges accrue and an invoice therefor is sent by the
Dealer-Manager. The Company shall perform its obligations set forth in this Section 7 whether or not the Rights Offering commences
or any Rights are exercised pursuant to the Rights Offering, except that the Dealer-Manager’s non-accountable expenses may
only be reimbursed upon Closing. For the avoidance of doubt, except as reimbursed pursuant to the non-accountable expense fee,
the Dealer-Manager shall be responsible for expenses it incurs with respect to the performance of its obligations under this Agreement,
including without limitation expenses it incurs with respect to travel and lodging expenses in connection with “road show”
trips and legal counsel and other third parties engaged by the Dealer-Manager.


 




    	 	 16	 



    	 



    

 


8. Shareholder
Lists; Subscription Agent; Information Agent.


 


(a) The
Company will cause the Dealer-Manager to be provided with any cards or lists showing the names and addresses of, and the number
of shares of Common Stock held by, the holders of shares of Common Stock as of a recent date and will use its best efforts to
cause the Dealer-Manager to be advised from time to time during the period, as the Dealer-Manager shall request, of the Rights
Offering as to any transfers of record of shares of Common Stock.


 


(b) The
Company (i) has arranged for the Subscription Agent to serve as subscription agent in connection with the Rights Offering, (ii)
will arrange for the Subscription Agent to advise the Dealer-Manager regularly as to such matters as the Dealer-Manager may reasonably
request, including the number of Rights that have been exercised, and (iii) will arrange for the Subscription Agent to be responsible
for receiving subscription funds paid.


 


(c) The
Company has arranged for Georgeson LLC to serve as information agent in connection with the Rights Offering (the “Information
Agent” and, together with the Subscription Agent, the “Agents”) and to perform services in connection
with the Rights Offering that are customary for an information agent.


 


9. Covenants
of the Company. The Company covenants and agrees with the Dealer-Manager:


 


(a) To
use its best efforts to cause the Registration Statement and any amendments thereto to become effective; to advise the Dealer-Manager,
promptly after it receives notice thereof, of the time when the Registration Statement, or any amendment thereto, becomes effective
or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Dealer-Manager with copies thereof;
to prepare a Prospectus in a form approved by the Dealer-Manager (such approval not to be unreasonably withheld or delayed) and
to file such Prospectus pursuant to Rule 424(b) under the Securities Act within the time prescribed by such rule; to advise the
Dealer-Manager, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order
preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the
Rights for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of
any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional
information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary
Prospectus or the Prospectus or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal.


 




    	 	 17	 



    	 



    

 


(b) To
deliver promptly to the Dealer-Manager, at any such location as requested by the Dealer-Manager, such number of the following
documents as the Dealer-Manager shall reasonably request: (i) conformed copies of the Registration Statement as originally filed
with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement, any other Offer Documents
filed as exhibits, the computation of the ratio of earnings to fixed charges and the computation of per share earnings), (ii)
each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus and (iii) any document incorporated by
reference in the Prospectus (excluding exhibits thereto); and, if the delivery of a prospectus is required at any time during
which the Prospectus relating to the Rights or Rights Shares is required to be delivered under the Securities Act and if at such
time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason
it shall be necessary during such period to amend or supplement the Prospectus or to file under the Exchange Act any document
incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Dealer-Manager
and, upon its request, to file such document and to prepare and furnish without charge to the Dealer-Manager as many copies as
the Dealer-Manager may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement
or omission or effect such compliance.


 


(c) To
file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus
that may, in the judgment of the Company or the Dealer-Manager, be necessary or advisable in connection with the distribution
of the Rights or the sale of the Rights Shares or be requested by the Commission.


 


(d) Prior
to filing with the Commission any: (i) Preliminary Prospectus, (ii) amendment to the Registration Statement, any document incorporated
by reference in the Prospectus or (iii) any Prospectus pursuant to Rule 424 of the Securities Act, to furnish a copy thereof to
the Dealer-Manager and counsel for the Dealer-Manager and obtain the consent of the Dealer-Manager to the filing (which consent
shall not be unreasonably withheld).


 


(e) To
furnish to the Dealer-Manager copies of all materials not available via EDGAR furnished by the Company to its shareholders and
all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange
upon which any of the Company’s securities may be listed pursuant to requirements of or agreements with such exchange or
to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder.


 


(f) To
qualify or register the Rights and Rights Shares for sale under (or obtain exemptions from the application of) the state securities
or blue sky laws of those jurisdictions designated by the Dealer-Manager, shall comply with such laws and shall continue such
qualifications, registrations and exemptions in effect so long as required for the distribution of the Rights and Rights Shares.
The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service
of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign
corporation. The Company will advise the Dealer-Manager promptly of the suspension of the qualification or registration of (or
any such exemption relating to) the Rights and Rights Shares for offering, sale or trading in any jurisdiction or any initiation
or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification,
registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.


 




    	 	 18	 



    	 



    

 


(g) To
apply the net proceeds from the exercise of the Rights in the manner described under the caption “Use of Proceeds”
in the Prospectus.


 


(h) Prior
to the effective date of the Registration Statement, to notify FINRA and the OTCQX Marketplace regarding the Rights Offering.


 


(i) To
take such steps as shall be necessary to ensure that neither the Company nor any Subsidiary shall become an “investment
company” within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission
thereunder.


 


(j) To
advise the Dealer-Manager, directly or through the Subscription Agent, from time to time, as the Dealer-Manager shall request,
of the number of Rights Shares subscribed for, and arrange for the Subscription Agent to furnish the Dealer-Manager with copies
of written reports it furnishes to the Company concerning the Rights Offering.


 


(k) To
commence mailing the Offer Documents to record holders of the Common Stock not later than the second business day following the
record date for the Rights Offering, and complete such mailing as soon as practicable.


 


(l) To
reserve and keep available for issue upon the exercise of the Rights such number of authorized but unissued shares of Rights Shares
as will be sufficient to permit the exercise in full of all Rights, except as otherwise contemplated by the Prospectus.


 


(m) To
not take, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably
be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the issuance
of the Rights or the sale or resale of the Rights Shares.


 


10. Conditions
of Dealer-Manager’s Obligations. The obligations of the Dealer-Manager hereunder are subject to (and the occurrence
of any Closing shall be conditioned upon) the accuracy, as of the date hereof and at all times during the Rights Offering, of
the representations and warranties of the Company contained herein, to the performance by the Company of its obligations hereunder
and to the following additional conditions:


 




    	 	 19	 



    	 



    

 


(a) (i)
The Registration Statement shall have become effective and the Prospectus shall have been timely filed with the Commission in
accordance with the Securities Act; (ii) all post-effective amendments to the Registration Statement shall have become effective;
(iii) no stop order suspending the effectiveness of the Registration Statement or any amendment or supplement thereto shall have
been issued and no proceedings for the issuance of any such order shall have been initiated or threatened, and (iv) any request
of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise) shall
have been disclosed to the Dealer-Manager and complied with to the Dealer-Manager’s reasonable satisfaction.


 


(b) The
Dealer-Manager shall not have been advised by the Company or shall have discovered and disclosed to the Company that the Registration
Statement or the Prospectus or any amendment or supplement thereto, contains an untrue statement of fact which in the Dealer-Manager’s
opinion, or in the opinion of counsel to the Dealer-Manager, is material, or omits to state a fact which, in the Dealer-Manager’s
opinion, or in the opinion of counsel to the Dealer-Manager, is material and is required to be stated therein or is necessary
to make the statements therein not misleading.


 


(c) All
corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Rights,
the Rights Shares the Registration Statement and the Prospectus, and all other legal matters relating to this Agreement and the
transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Dealer-Manager,
and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable
them to pass upon such matters.


 


(d) On
the Closing Date, there shall have been furnished to the Dealer-Manager the signed opinion (addressed to the Dealer-Manager) of
Legal & Compliance, LLC, counsel for the Company, dated as of the Closing Date and in form and substance satisfactory to counsel
for the Dealer-Manager, to the effect of the opinions set forth on Exhibit A hereto.


 


(e) The
Company shall have furnished to the Dealer-Manager a certificate, dated as of the Closing Date, of its Chief Executive Officer
or President and its Chief Financial Officer stating that:


 


	 	i.	To
    the best of their knowledge after reasonable investigation, the representations, warranties, covenants and agreements of the
    Company hereof are true and correct in all material respects;
	 	 	 
	 	ii.	The
    conditions set forth in this Agreement have been fulfilled;
	 	 	 
	 	iii.	Neither
    the Company nor any of its Subsidiaries has sustained any material loss or interference with its business, whether or not
    covered by insurance, or from any labor dispute or any legal or governmental proceeding;
	 	 	 
	 	iv.	Subsequent
    to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been
    any Material Adverse Change or any development involving a prospective Material Adverse Change; and
	 	 	 
	 	v.	They
    have carefully examined the Registration Statement and the Prospectus and, in their opinion (A) the Registration Statement
    and the Prospectus, as of the Effective Date, did not include any untrue statement of a material fact and did not omit to
    state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (B)
    since the Effective Date no event has occurred which should have been set forth in a supplement or amendment to the Registration
    Statement or the Prospectus.


 




    	 	 20	 



    	 



    

 


(f) Neither
the Company nor any of its Subsidiaries shall have sustained since the date of the latest audited financial statements included
in the Prospectus any Material Adverse Change, the effect of which is, in the judgment of the Dealer-Manager, so material and
adverse as to make it impracticable or inadvisable to proceed with the Rights Offering.


 


(g) Neither
FINRA nor the OTCQX Marketplace shall have objected to the Rights Offering.


 


(h) All
opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance
with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Dealer-Manager. If
any of the conditions specified in this Section 10 shall not have been fulfilled when and as required by this Agreement, this
Agreement and all obligations of the Dealer-Manager hereunder may be canceled at, or at any time during the Rights Offering, by
the Dealer-Manager. Any such cancellation shall be without liability of the Dealer-Manager to the Company. Notice of such cancellation
shall be given the Company in writing, or by telegraph or telephone and confirmed in writing.


 


11. Indemnification
and Contribution.


 


(a) The
Company agrees to indemnify and hold harmless the Dealer-Manager and its affiliates and any officer, director, employee or agent
of Source or any such affiliates and any Person controlling (within the meaning of Section 20(a) of the Exchange Act) the Dealer-Manager
or any of such affiliates (collectively, the “Indemnified Parties”) from and against any and all losses, claims,
damages, liabilities and expenses whatsoever, under the Securities Act or otherwise (as incurred or suffered and including, but
not limited to, any and all legal or other expenses incurred in connection with investigating, preparing to defend or defending
any lawsuit, claim or other proceeding, commenced or threatened, whether or not resulting in any liability, which legal or other
expenses shall be reimbursed by the Company promptly after receipt of any invoices therefore from the Dealer-Manager), (A) arising
out of or based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in the Offer Documents
or any amendment or supplement thereto, in any other solicitation material used by the Company or authorized by it for use in
connection with the Rights Offering, or in any blue sky application or other document prepared or executed by the Company (or
based on any written information furnished by the Company) specifically for the purpose of qualifying any or all of the Rights
or the Rights Shares under the securities laws of any state or other jurisdiction (any such application, document or information
being hereinafter called a “Blue Sky Application”) or arising out of or based upon the omission or alleged
omission to state in any such document 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 (other than statements or omissions made
in reliance upon and in conformity with the Dealer-Manager Information), (ii) any withdrawal or termination by the Company of,
or failure by the Company to make or consummate, the Rights Offering, (iii) any actions taken or omitted to be taken by an Indemnified
Party with the consent of the Company or in conformity with actions taken or omitted to be taken by the Company or (iv) any failure
by the Company to comply with any agreement or covenant, contained in this Agreement or (B) arising out of, relating to or in
connection with or alleged to arise out of, relate to or be in connection with, the Rights Offering, any of the other transactions
contemplated thereby or the performance of Source’s services to the Company with respect to the Rights Offering; provided,
however, that in the case of clause (B) only, the Company shall not be responsible for any liabilities or expenses of any Indemnified
Party that have resulted primarily from such Indemnified Party’s (x) gross negligence, bad faith or willful misconduct in
connection with any of the advice, actions, inactions or services referred to herein or (y) use of any Offering materials or information
concerning the Company in connection with the Offer that were not authorized for such use by the Company and which use constitutes
negligence, bad faith or willful misconduct.


 




    	 	 21	 



    	 



    

 


(b) If
the indemnification provided for in the foregoing paragraph is judicially determined to be unavailable (other than in accordance
with the terms hereof) to any Indemnified Party otherwise entitled to indemnity in respect of any losses, claims, damages or liabilities
referred to herein, then, in lieu of indemnifying such person hereunder, whether or not the Dealer-Manager is the person entitled
to indemnification or reimbursement, the Company shall contribute to the amount paid or payable by the Indemnified Party as a
result of such losses, claims, damages or liabilities (and expenses relating thereto) (i) in such proportion as is appropriate
to reflect the relative benefits to the Company, on the one hand, and the Dealer-Manager, on the other hand, of the Rights Offering
or (ii) if the allocation provided for in clause (i) above is not available, in such proportion as is appropriate to reflect not
only the relative benefits referred to in such clause (i) but also the relative fault of each of the Company and the Dealer-Manager,
as well as any other relevant equitable considerations; provided, however, in no event shall the Dealer-Manager’s
aggregate contribution to the amount paid or payable exceed the aggregate amount of fees actually received by the Dealer-Manger
under this Agreement. For the purposes of this Agreement, the relative benefits to the Company and to the Dealer-Manager of the
engagement shall be deemed to be in the same proportion as (a) the total value paid or contemplated to be paid or received or
contemplated to be received by the Company in the Rights Offering, whether or not the Rights Offering is consummated, bears to
(b) the fees paid or to be paid to the Dealer-Manager under this Agreement.


 


(c) The
Company also agrees that neither the Dealer-Manager, nor any other Indemnified Party, shall have any liability to the Company
for or in connection with the Dealer-Manager’s engagement as Dealer-Manager. The foregoing agreement shall be in addition
to any rights that the Dealer-Manager, the Company or any Indemnified Party may have at common law or otherwise, including, but
not limited to, any right to contribution. For the sole purpose of enforcing and otherwise giving effect to the provisions of
this Agreement, the Company hereby consents to personal jurisdiction and service and venue in any court in which any claim which
is subject to this agreement is brought against the Dealer-Manager or any other indemnified party.


 


(d) The
Company agrees that it will not, without the prior written consent of the Dealer-Manager, settle or compromise or consent to the
entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification
or contribution may be sought hereunder (whether or not the Dealer-Manager is an actual or potential party to such claim, action,
suit or proceeding) unless such settlement, compromise or consent includes an unconditional release, reasonably satisfactory in
form and substance to the Dealer-Manager, releasing the Dealer-Manager from all liability arising out of such claim, action, suit
or proceeding.


 




    	 	 22	 



    	 



    

 


(e) The
Company agrees to reimburse each Indemnified Party for all expenses as they are incurred in connection with enforcing such Indemnified
Party’s rights hereunder.


 


12. Effective
Date of Agreement; Termination.


 


(a) This
Agreement shall become effective upon the later of the time on which the Dealer-Manager shall have received notification of the
effectiveness of the Registration Statement and the time which this Agreement shall have been executed by all of the parties hereto.


 


(b) This
Agreement shall terminate upon the earliest to occur of (a) the consummation, termination or withdrawal of the Rights Offering,
and (b) the withdrawal by the Dealer-Manager pursuant to Section 4.


 


13. Survival
of Certain Provisions. The agreements contained in Sections 3, 6, 7 and 13 through 21 hereof and the representations, warranties
and agreements of the Company contained in Section 5 hereof shall survive the consummation of or failure to commence the Rights
Offering and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation
made by or on behalf of any indemnified party; provided, that the Company’s obligations under Section 7 to reimburse the
Dealer-Manager for accountable expenses are subject to FINRA Rule 5110 (f)(2)(D) in that such expenses are only reimbursable to
the extent actually incurred and only if the Offering actually closes.


 


14. Notices.
All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed
to have been duly given if (a) delivered personally, (b) sent by facsimile with immediate telephonic confirmation or (c) sent
by registered or certified mail, return receipt requested, postage prepaid, to the parties hereto as follows


 


If
to the Dealer-Manager:


 


Source
Capital Group, Inc.


276
Post Road West


Westport,
CT 06880


Attention:
Mr. Richard H. Kreger, Snr. Managing Director, Investment Banking


Email:
rkreger@sourcegrp.com


 


With
a copy to:


 


Olshan
Frome Wolosky LLP


1325
Avenue of the Americas


New
York, NY 10019


Attention:
Spencer G. Feldman, Esq.


Email:
sfeldman@olshanlaw.com


Facsimile:
(212) 451-2222


 


If
to the Company:


 


IEG
Holdings Corporation


6160
West Tropicana Avenue, Suite E-13


Las
Vegas, NV 89103


Attention:
Paul Mathieson, Chief Executive Officer


Email:
paulm@investmentevolution.com


Facsimile:
(702) 227-5221


 


With
a copy to:


 


Legal
& Compliance, LLC


330
Clematis Street, Suite 217


West
Palm Beach, FL 33401 


Attention:
Laura Anthony, Esq.


Email:
lanthony@legalandcompliance.com


Facsimile:
(561) 514-0832


 




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15. Parties.
This Agreement shall inure to the benefit of and be binding upon the Dealer-Manager, the Company and their respective successors.
This Agreement and the terms and provisions hereof are for the sole benefit of only those Persons, except that the representations,
warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of
the Person or Persons, if any, who control the Dealer-Manager within the meaning of Section 15 of the Act. Nothing in this Agreement
shall be construed to give any Person, other than the Persons referred to in this Section, any legal or equitable right, remedy
or claim under or in respect of this Agreement or any provision contained herein.


 


16. Amendment.
This Agreement may not be amended or modified except in writing signed by each of the parties hereto.


 


17. Governing
Law; Venue. This Agreement shall be deemed to have been executed and delivered in New York and both this Agreement and the
transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects
by the laws of the State of New York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of
The New York General Obligations Law). Each of the Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding
arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in the
Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New
York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably
consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court
for the Southern District of New York in any such suit, action or proceeding. Each of the Dealer-Manager and the Company further
agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in
the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District
of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered
by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any
such suit, action or proceeding, and service of process upon the underwriters mailed by certified mail to the Dealer-Manager’s
address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon
the Dealer-Manager, in any such suit, action or proceeding. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED
BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,
THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.


 


18. Entire
Agreement. This Agreement, together with the exhibit attached hereto and as the same may be amended from time to time in accordance
with the terms hereof, contains the entire agreement among the parties hereto relating to the subject matter hereof and there
are no other or further agreements outstanding not specifically mentioned herein. Notwithstanding anything herein to the contrary,
the Engagement Letter shall continue to be effective and the term therein shall continue to survive and be enforceable by the
parties thereto, in accordance with its terms.


 


19. Severability.
If any term or provision of this Agreement or the performance thereof shall be invalid or unenforceable to any extent, such invalidity
or unenforceability shall not affect or render invalid or unenforceable any other provision of this Agreement and this Agreement
shall be valid and enforced to the fullest extent permitted by law.


 


20. Headings.
The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning
or interpretation of, this Agreement.


 


21. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or other
electronic transmission shall constitute valid and sufficient delivery thereof. If the foregoing correctly sets forth your understanding,
please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among
us.


 




    	 	 24	 



    	 



    

 


	 	Very truly yours,
	 	 	 
	 	IEG HOLDINGS CORPORATION
	 	 	 
	 	By:	
	 	Name:	Paul
    Mathieson
	 	Title:	Chief
    Executive Officer


 


Accepted
and agreed as of the date first written above:


 


	SOURCE CAPITAL GROUP, INC.	 
	 	 	 
	By:		 
	Name:
    	Richard
    H. Kreger	 
	Title:
    	Snr.
    Managing Director, Investment Banking	 
	 	 	 
	By:		 
	Name:	Russell
    Newton	 
	Title:	Chief
    Financial Officer	 


 


[Signature
Page to Dealer-Manager Agreement]


 




    	 	 25	 



    	 



    

EXHIBIT
A


 


	1.	The
    Company is incorporated and is validly existing as a corporation in good standing under the laws of the State of Florida,
    with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration
    Statement, the Offer Documents and the Prospectus and to enter into and perform its obligations under the Dealer-Manager Agreement
    and the Rights.
	 	 
	2.	The
    Company’s authorized capital consists of 200,000,000 shares of common stock, $0.001 par value per share, and 50,000,000
    shares of preferred stock, $0.001 par value per share.
	 	 
	3.	The
    Rights and Rights Shares to be issued and sold by the Company pursuant to the Registration Statement have been duly and validly
    authorized and, when issued and delivered to and paid for, will be duly and validly issued and fully paid and nonassessable
    and will conform to the descriptions thereof contained in the Registration Statement, the Offer Documents and the Prospectus;
    and the issuance of such Rights and Rights Shares is not subject to any preemptive or similar rights.
	 	 
	4.	The
    Dealer-Manager Agreement has been duly authorized, executed and delivered by the Company and the Company has all the requisite
    corporate power and authority to enter into the Dealer-Manager Agreement and to perform their obligations thereunder.
	 	 
	5.	The
    issue and sale of the Rights and Rights Shares to be sold by the Company pursuant to the Registration Statement, the execution
    of the Dealer-Manager Agreement by the Company and the compliance by the Company with all of the provisions of the Dealer-Manager
    Agreement and the consummation of the transactions therein contemplated will not conflict with or result in a breach or violation
    of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement
    or other agreement or instrument, included as an exhibit to the Registration Statement or as an exhibit to any other registration
    statement or report filed by the Company with the Commission, to which the Company or any of its subsidiaries is a party or
    by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of
    the Subsidiaries is subject, nor will such action result in any violation of the provisions of the certificate or articles
    of incorporation or by-laws (or other organizational documents) of the Company or any of its subsidiaries or, to our knowledge,
    result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having
    jurisdiction over the Company or any of its subsidiaries or any of their properties; and, to our knowledge, no consent, approval,
    authorization, order, registration or qualification of or with any such court or governmental agency or body is required for
    the issue and sale of the Rights and Rights Shares to be sold by the Company pursuant to the Registration Statement or the
    consummation by the Company of the transactions contemplated by the Dealer-Manager Agreement, except the registration under
    the Securities Act of the Rights and Rights Shares and such consents, approvals, authorizations, registrations or qualifications
    as may be required under state securities or blue sky laws, as to which we express no opinion.


 




    	 	 26	 



    	 



    

 


	6.	Other
    than as set forth in the Registration Statement, the Offer Documents and the Prospectus, to our knowledge, there are no legal
    or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of
    the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries,
    individually or in the aggregate, would have or may reasonably be expected to have a material adverse effect on the general
    affairs, business, prospects, management, financial position, shareholders’ equity or results of operations of the Company
    and its subsidiaries, considered as one enterprise, or would prevent or impair the consummation of the transactions contemplated
    by the Dealer-Manager Agreement , or which are required to be described in the Registration Statement, the Offer Documents
    and the Prospectus; and, to our knowledge, no such proceedings are threatened or contemplated by governmental authorities
    or others.
	 	 
	7.	The
    Company is not and, after giving effect to the offering and sale of the Rights and Rights Shares as contemplated herein and
    the application of the net proceeds therefrom as described in the Registration Statement, the Offer Documents and the Prospectus,
    will not be an “investment company,” as such term is defined in the Investment Company Act of 1940.
	 	 
	8.	The
    Registration Statement, including any Rule 462(b) Registration Statement, has been declared effective under the Securities
    Act; any required filing of the Prospectus pursuant to Rule 424(b) under the Securities Act has been made in the manner and
    within the time period required by Rule 424(b); all material required to be filed by the Company pursuant to Rule 433(d) under
    the Securities Act shall have been filed with the Commission within the applicable time period prescribed for such filing
    by Rule 433 under the Securities Act; and no stop order suspending the effectiveness or use of the Registration Statement,
    the Offer Documents and the Prospectus has been issued under the Securities Act and no proceedings for that purpose have been
    instituted or are pending or, to our knowledge, threatened by the Commission.
	 	 
	9.	To
    our knowledge, there are no statutes or regulations that are required to be described in the Registration Statement, the Offer
    Documents and the Prospectus that are not described as required.
	 	 
	10.	The
    Company has duly notified FINRA and the OTCQX Marketplace regarding the Rights Offering and no objection was raised by FINRA
    or the OTCQX Marketplace.
	 	 
	11.	The
    Registration Statement, the Offer Documents and the Prospectus and any further amendments and supplements thereto made by
    the Company (other than the financial statements, related schedules and other financial data therein, as to which we do not
    express an opinion), comply as to form in all material respects with the requirements of the Securities Act and the rules
    and regulations thereunder; and we do not know of any amendment to the Registration Statement, the Offer Documents and the
    Prospectus required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to
    the Registration Statement or required to be described in the Registration Statement, the Offer Documents and the Prospectus
    which are not filed or described as required.


 




    	 	 27	 



    	 



    

 


	12.	The
    documents incorporated by reference in the Registration Statement, the Offer Documents and the Prospectus, or any further
    amendment or supplement thereto made by the Company (other than the financial statements and related schedules therein, as
    to which we express no opinion), when they became effective or were filed with the Commission, as the case may be, complied
    as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the
    rules and regulations of the Commission thereunder.
	 	 
	13.	To
    our knowledge, except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Company
    and any person granting such person the right to require the Company to file a registration statement under the Securities
    Act with respect to shares of Common Stock or other securities to include such shares of Common Stock or other securities
    as part of the offering contemplated hereby.


 


In
addition, although we are not passing upon and do not assume any responsibility for nor have we independently verified, the accuracy,
completeness or fairness of the statements contained in the Registration Statement, the Offer Documents and the Prospectus, in
connection with the preparation of the Registration Statement, the Offer Documents and the Prospectus, we have participated in
conferences with representatives and counsel of the Dealer-Manager and with certain officers and employees of, and counsel and
independent certified public accountants for, the Company, at which conferences the contents of the Registration Statement, the
Offer Documents and the Prospectus and related matters were discussed, and we advise the Dealer-Manager that nothing has come
to our attention that would lead us to believe that:


 


	● 	as
    of its effective date, the Registration Statement (other than the financial statements, related schedules and other financial
    data therein, as to which we do express no opinion), contained an untrue statement of a material fact required to be stated
    therein or necessary to make the statements therein not misleading,
	 	 
	●	as
    of the Effective Time, the Offer Documents (other than the financial statements, related schedules and other financial data
    therein, as to which express no opinion) contain an untrue statement of a material fact or omits to state a material fact
    necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or
    
	 	 
	●	as
    of its date or as of the applicable time of delivery, the Prospectus (other than the financial statements, related schedules
    and other financial data therein, as to which we express no opinion) contained an untrue statement of a material fact or omitted
    to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were
    made, not misleading.


 


provided,
however, that we do not assume any responsibility for the accuracy, completeness or fairness of the statements made or the information
contained in, incorporated by reference in, or omitted from, the Registration Statement, the Offer Documents or the Prospectus,
and we do not express any view or belief with respect to the financial statements and the related notes thereto or financial schedules
or other financial, statistical or accounting data or information or assessments of or reports on the effectiveness of internal
control over financial reporting included in, incorporated by reference in, or omitted from, the Registration Statement, the Offer
Documents or the Prospectus.


 


The
purpose of our engagement was not to establish or confirm factual matters set forth in the Registration Statement, the Offer Documents
or the Prospectus, and we have not undertaken any obligation to verify independently any of the factual matters set forth in the
Registration Statement, the Offer Documents or the Prospectus.


 




    	 	 28