Exhibit 10.3


PLACEMENT AGENCY AGREEMENT


 


November 28, 2021


 


ThinkEquity LLC


17 State Street, 22nd Floor


New York, NY 10004


 


Ladies and Gentlemen:


 


Introductory. This
Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity LLC, (“ThinkEquity”
or the “Placement Agent”) shall be engaged by iSpecimen Inc., a corporation formed under the laws of the State of Delaware
(the “Company”), to act as the exclusive Placement Agent in connection with the private placement (hereinafter referred
to as the “Offering”) of securities of the Company, as more fully described below. Capitalized terms used but not defined
in this Agreement shall have the meaning ascribed to them in the Securities Purchase Agreement (defined below).


 


The Offering will consist
of an aggregate of (i)1,749,999 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share
(the “Common Stock”) and warrants (the “Warrants” and, together with the Shares, the “Securities”)
to purchase 1,312,500 shares of Common Stock (the “Warrant Shares”), o the basis of one Share and three-quarters of
a Warrant. Each person desiring to purchase Securities in the Offering will be required to (i) execute and deliver to the Company a fully
completed Securities Purchase Agreement; and (ii) transmit the full amount of the purchase price of the Securities subscribed for to the
Company, in accordance with the following instructions: Bridge Bank, Account: 8069873343, Wire Routing No.121143260, unless the Company
and the Investors agree to wire transfer to a separate account specified in writing between the parties.


 


The Securities will be offered
and sold to the Investors (as defined below) in the Offering pursuant to the exemption from the registration requirements of the Securities
Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”)
thereunder (collectively, the “Securities Act”), in reliance upon Section 4(a)(2) of the Securities Act and Rule 506(b)
of Regulation D promulgated by the Commission under the Securities Act (“Regulation D”).


 


The term of the Placement
Agent’s exclusive engagement will be until the earlier of (i) December1, 2021 and (ii) the completion and consummation of the Offering
(the “Offering Period”). The date on which the engagement terminates as referenced in the prior sentence shall be referred
to as the “Termination Date.” Notwithstanding anything to the contrary contained herein, the provisions concerning
indemnification and contribution contained herein and the Company’s obligations contained in the indemnification provisions will
survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable and
to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed
under Rule 5110(f)(2)(D) of the Financial Industry Regulatory Authority (“FINRA”), will survive any expiration or termination
of this Agreement. The Company may hold the closing at any time after the conditions to closing have been satisfied or, where legally
permissible, waived (the “Closing”). Nothing in this Agreement shall be construed to limit the ability of the Placement
Agent or its Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business
relationship with Persons (as defined below) other than the Company. As used herein (i) “Person” means an individual
or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock
company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any
Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a
Person as such terms are used in and construed under Rule 405 under the Act.


 


The Securities shall be
sold to the investors (the “Investors”) named in the securities purchase agreement to be entered into by the
Company and the Investors on the date hereof (the “Securities Purchase Agreement”), pursuant to the terms and
subject to the conditions contained in the Securities Purchase Agreement on the Closing Date. As used in this Agreement, the term
 “Offering Documents” means, collectively, this Agreement, the Securities Purchase Agreement, the Lock-Up
Agreements (as defined in the Securities Purchase Agreement) and each of the other agreements and instruments entered into or
delivered in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.


 






     


     


    

 


The Company hereby confirms
its agreement with the Placement Agent as follows:


 


Section 1. Agreement to Act as Placement Agent;
Placement Agent Compensation.


 


(a) On the basis of the representations,
warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement between the Company
and the Placement Agent, the Placement Agent is appointed as the Company’s exclusive placement agent during the Offering Period.
On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such
appointment and agrees to perform the services hereunder diligently and in good faith and in a professional and businesslike manner and
to use its reasonable best efforts to assist the Company in finding subscribers of the Securities who qualify as “accredited investors,”
as such term is defined in Rule 501 of Regulation D, and to complete the Offering. The Placement Agent has no obligation to purchase any
of the Securities. Unless sooner terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue
until the later of the Termination Date or the Closing.


 


(b) As compensation for services
rendered, on the Closing Date, the Company shall pay to the Placement Agent a cash fee (the “Cash Fee”) equal to 6.0%
of the aggregate purchase price paid by the Investors in respect of the Securities at the Closing. The Cash Fee shall be paid on the Closing.
The Company also agrees to reimburse the Placement Agent for all reasonable and out-of-pocket expenses incurred in connection with the
Placement Agent’s engagement, including reasonable fees and expenses of the Placement Agent’s legal counsel and due diligence
analysis up to $75,000 which amount shall be paid at the Closing from the gross proceeds of the sales of the Securities.


 


(c) The Company hereby acknowledges
that (i) the Offering, including the determination of the offering price of the Securities any related discounts, commissions and fees,
shall be an arm’s-length commercial transaction between the Company and the Investors, (ii) the Placement Agent will be acting as
an independent contractor and will not be the agent or fiduciary of the Company or its stockholders, creditors, employees, the Investors
or any other party, (iii) the Placement Agent shall not assume an advisory or fiduciary responsibility in favor of the Company (irrespective
of whether the Placement Agent has advised or is currently advising the Company on other matters) and the Placement Agent shall not have
any obligation to the Company with respect to the Offering, except as may be set forth expressly herein, (iv) the Placement Agent and
its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and (v) the
Placement Agent will not provide any legal, accounting, regulatory or tax advice with respect to the Offering, and the Company shall consult
its own legal, accounting, regulatory and tax advisors to the extent it deems appropriate.


 


(d) The Company is and will
be solely responsible for the contents of any and all written or oral communications provided to the Investors regarding the Offering
or the Securities; and the Company recognizes that the Placement Agent, in acting pursuant to this Agreement, will be using information
provided by the Company and its agents and representatives and the Placement Agent assumes no responsibility for, and may rely, without
independent verification, on the accuracy and completeness of any such information.


 


(e) The Company agrees that
any information or advice rendered by the Placement Agent or any of its representatives in connection with this engagement is for the
confidential use of the Board of Directors of the Company only and the Company will not, and will not permit any third party to, disclose
or otherwise refer to such advice or information, or to the Placement Agent, in any manner without the Placement Agent’s prior written
consent.


 


Section 2. Representations, Warranties and
Agreements of the Company.


 


The Company hereby represents,
warrants and covenants to the Placement Agent as of the date hereof, and as of the date of the Closing, as follows, except as otherwise
disclosed in the Securities Purchase Agreement or the schedules or exhibits thereto:


 






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(a) Compliance with Applicable
Regulations. The Offering Documents have been prepared by the Company in conformity with all applicable laws and in compliance with
Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D and the requirements of all other rules and regulations of the Commission
relating to offerings of the type contemplated by the Offering and the applicable securities laws and the rules and regulations of those
jurisdictions wherein the Placement Agent notifies the Company that the Securities are to be offered and sold. The Securities will be
offered and sold to the Investors in the Offering pursuant to the exemption from the registration requirements of the Securities Act in
reliance upon Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D as a transaction not involving a public offering and
the requirements of any other applicable state securities or “Blue Sky” laws and the respective rules and regulations thereunder
in those United States jurisdictions in which the Placement Agent notifies the Company that the Securities are being offered for sale.
None of the Company, its affiliates, or any person acting on its or their behalf (other than the Placement Agent, its affiliates or any
person acting on its behalf, in respect of which no representation is made) has taken nor will it take any action that conflicts with
the conditions and requirements of, or that would make unavailable with respect to the Offering, the exemption(s) from registration available
pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, or knows of any reason why any such exemption would
be otherwise unavailable to it. None of the Company, its predecessors or affiliates has been subject to any order, judgment or decree
of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failing to comply with Rule
503 of Regulation D. The Company has not, for a period of six months prior to the commencement of the offer and sale of the Securities
sold, offered for sale or solicited any offer to buy any of its securities in a manner that would cause the exemption from registration
set forth in Rule 506 of Regulation D to become unavailable with respect to the offer and sale of the Securities pursuant to the Offering
Documents.


 


(b) No Material Misstatements
or Omissions. The SEC Documents (as defined below) do not and will not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. None of the statements, documents, certificates or other items made, prepared or supplied by the Company with respect
to the Offering and the other transactions contemplated by the Offering Documents contains an untrue statement of a material fact or omits
to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made,
not misleading. There is no fact which the Company has not disclosed in the SEC Documents or the Offering Documents and of which the Company
is aware that materially adversely affects or that could reasonably be expected to have a material adverse effect on the ability of the
Company to fully and timely perform its obligations under this Agreement and the other Offering Documents (a “Material Adverse
Effect”).


 


(c) Offering Materials.
The Company made available to the Placement Agent copies of its most recent Annual Report on Form 10-K filed with the SEC and any other
SEC Documents filed subsequent to the end of the fiscal period covered thereby and the Offering Documents (collectively, the “Disclosure
Package”). The Company has not distributed and will not distribute, prior to the Closing, any materials in connection with the
Offering other than the Disclosure Package.


 


(d) Incorporation and SEC
Filings. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State
of Delaware. From June 16, 2021, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents
required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission thereunder (the “Exchange Act”) (all of the foregoing filed prior to the
date hereof, including without limitation, Current Reports on Form 8-K filed by the Company with the Commission whether required to be
filed or not (but excluding Item 7.01 thereunder), and all exhibits and appendices included therein (other than Exhibits 99.1 to any Current
Reports on Form 8-K disclosing matters exclusively under Item 7.01) and financial statements, notes and schedules thereto and documents
incorporated by reference therein being hereinafter referred to as the “SEC Documents”). All such SEC Documents, as
at their respective filing dates, complied in all material respects with the requirements of the Exchange Act. There has been no action
instigated or, to our knowledge, threatened or otherwise commenced by any applicable regulatory body alleging that, the SEC Documents
failed to so comply.


 






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(e) Corporate
Authority. The Company has all requisite corporate power and authority to conduct its business as presently conducted and as
proposed to be conducted as described in the Disclosure Package, has all the necessary and requisite documents and approvals from
any applicable governmental authorities, has all requisite corporate power and authority to enter into and perform its obligations
under this Agreement and the other Offering Documents, to issue, sell and deliver the Securities, and to make the representations in
this Agreement and the other Offering Documents accurate and not misleading. Prior to the Closing, this Agreement and each of the
other Offering Documents will have been duly authorized by all necessary action of the Company. This Agreement has been duly
authorized, executed and delivered and constitutes and each of the other Offering Documents, upon due execution and delivery, will
constitute, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms
(i) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws
now or hereafter in effect related to laws affecting creditors’ rights generally, including the effect of statutory and other
laws regarding fraudulent conveyances and preferential transfers, and except that no representation is made herein regarding the
enforceability of the Company’s obligations to provide indemnification and contribution remedies under the securities laws and
(ii) subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in
a proceeding at law or in equity).


 


(f) Authorization of Securities.
The Securities will be duly authorized, validly issued, fully paid and non-assessable upon payment of the purchase price therefor to the
Company in accordance with the terms of the Securities Purchase Agreement, and will have the rights, preferences and priorities set forth
in the Company’s Certificate of Incorporation. The Warrants have been duly authorized and constitute the valid and binding obligations
of the Company to issue the Warrant Shares upon payment of the exercise price therefor and are enforceable against the Company in accordance
with their terms. The Warrant Shares have been duly reserved for issuance and, when issued will be duly authorized, validly issued, fully
paid and non-assessable upon payment of the purchase price therefor to the Company in accordance with the terms of the Warrants. The holders
of Securities will not be subject to personal liability solely by reason of being such holders.


 


(g) No Conflicts. None
of the execution and delivery of or performance by the Company under this Agreement or any of the other Offering Documents or the consummation
of the transactions herein or therein contemplated conflicts with or violates, or will result in the creation or imposition of, any lien,
charge or other encumbrance upon any of the assets of the Company under (i) any agreement or other instrument to which the Company is
a party or by which the Company or its assets may be bound, (ii) any term of the Certificate of Incorporation or Bylaws of the Company,
or (iii) any license, permit, judgment, decree, order, statute, rule or regulation applicable to the Company or any of its assets, except
in the case of (i) or (iii) above, as disclosed in the Securities Purchase Agreement or that would not, or could not reasonably
be expected to, have a Material Adverse Effect.


 


(h) Consents. The Company
is not required to obtain any consent from, authorization or order of, or make any filing or registration with (other than (i) a Form
D with the SEC and any other filings as may be required by any state securities agencies, (ii) such as may be required under applicable
state securities or “Blue Sky” laws, and (iii) a Listing of Additional Shares filing with the Nasdaq Stock Market, Inc.),
any court, governmental agency or any regulatory or self-regulatory agency or any other person in order for it to execute, deliver or
perform any of its obligations under, or contemplated by, this Agreement or any of the other Offering Documents, in each case, in accordance
with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company is required to obtain
at or prior to the Closing shall have been obtained or effected on or prior to the Closing, and the Company is not aware of any facts
or circumstances which might prevent the Company from obtaining or effecting any of the registration, application or filings contemplated
by this Agreement, or the other Offering Documents.


 


(i) Litigation. Except
as set forth in the Securities Purchase Agreement, there is no action, suit, claim, proceeding, hearing, inquiry or investigation before
or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened
against or affecting the Company, any securities of the Company or any of the Company’s officers or directors (in their capacity
as such) which is outside of the ordinary course of business or individually or in the aggregate material to the Company or, if determined
adversely to the Company or such officer or director, could reasonably be expected to adversely affect the Offering or the enforceability
of this Agreement or the other Offering Documents.


 


(j) Brokers. Except
for the Placement Agent, there is no broker, finder or other party that is entitled to receive from the Company any brokerage or finder’s
fee or other fee or commission as a result of the Offering.


 






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(k) No Registration Required
Under the Securities Act. Assuming the accuracy of the representations and warranties of the Investors contained in the Securities
Purchase Agreement and the compliance of such parties with the agreements set forth therein, it is not necessary, in connection with the
issuance and sale of the Securities under the Offering Documents, to register the such offerings, issuances and sales under the Securities
Act or any state securities or “Blue Sky” laws.


 


(l) No Transfer Taxes or
Other Fees. There are no transfer taxes or other similar fees or charges under United States law or the laws of any state or any political
subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement and the other Offering Documents
or the issuance and sale by the Company of the Securities.


 


(m) No General Solicitation.
Neither the Company nor any of its affiliates have engaged, or will engage, directly or indirectly in any form of “general solicitation”
or “general advertising” in connection with the Offering of the Securities (as those terms are used in Regulation D) under
the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and the Company
has not entered, and will not enter, into any arrangement or agreement with respect to the distribution of the Securities, except for
the Offering Documents.


 


(n) No Integration. Neither
the Company nor any of its affiliates has directly or indirectly sold, offered for sale, solicited offers to buy or otherwise negotiated
in respect of any “security” (as defined in the Securities Act) that is, or would be, integrated with the sale of any of the
Securities in a manner that would require the registration of the offering, issuance or sale of any of the Securities under the Securities
Act.


 


(o) Patriot Act Compliance.
Neither the issuance and sale of the Securities by the Company nor the Company’s use of the proceeds thereof will violate the Trading
with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle
B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. The Company is in compliance, in all material
respects, with the USA Patriot Act of 2001 (signed into law October 26, 2001).


 


(p) No Third Parties.
The Company represents to the Placement Agent that the Company has not engaged and is not working with any third party finder in connection
with the Offering or the introduction of the Company to the Placement Agent and the Company agrees not to engage, work with or pay fees
to any third party finder in connection with the Offering or the introduction of the Company to the Placement Agent. The Company represents
and warrants to the Placement Agent that the entry into this Agreement or any other action of the Company in connection with the Offering
will not violate any agreement between the Company and any other broker-dealer.


 


(q) No Disqualification
Events. Neither the Company nor any Company Related Persons (as defined below) are subject to any of the disqualifications set forth
in Rule 506(d) of Regulation D (each, a “Disqualification Event”). The Company has exercised reasonable care to determine
whether any Company Related Person is subject to a Disqualification Event. The Disclosure Package contains a true and complete description
of the matters required to be disclosed with respect to the Company and the Company Related Persons pursuant to the disclosure requirements
of Rule 506(e) of Regulation D, to the extent applicable. As used herein, “Company Related Persons” means any predecessor
of the Company, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any
general partner or managing member of the Company, any beneficial owner of 20% or more of the Company’s outstanding voting equity
securities, calculated on the basis of voting power, and any “promoter” (as defined in Rule 405 under the Securities Act)
connected with the Company in any capacity. The Company will promptly notify the Placement Agent in writing of (1) any Disqualification
Event relating to any Company Related Person and (2) any event that would, with the passage of time, become a Disqualification Event relating
to any Company Related Person.


 


(r) Certificates. Any
certificate signed by an officer of the Company and delivered to the Placement Agent in connection herewith or in connection with any
Offering shall be deemed to be a representation and warranty by the Company to the Placement Agent as to the matters set forth therein.


 






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(s) Disclosure. The
representations and warranties of the Company in Section 3.1 of the Securities Purchase Agreement are true and correct as of the date
of the Closing. For the benefit of the Placement Agent, the Company hereby incorporates by reference all of its representations and warranties
as set forth in Section 3.1 of the Securities Purchase Agreement with the same force and effect as if specifically set forth herein.


 


In addition, for the benefit
of the Placement Agent, each of the representations and warranties (together with any related disclosure schedules thereto) made by the
Company to the Investors in the Transaction Documents, is hereby incorporated in this Section 2 by reference as though fully restated
herein, and each is hereby made to, and in favor of, the Placement Agent.


 


Section 3. Representations, Warranties and
Agreements of Placement Agent. 


 


The Placement Agent hereby
represents, warrants and covenants to the Company as of the date hereof, and as of the date of the Closing, as follows:


 


(a) Authority. This
Agreement has been duly authorized, executed and delivered by the Placement Agent, and upon due execution and delivery by the Company,
this Agreement will be a valid and binding agreement of the Placement Agent enforceable against it in accordance with its terms, except
as may be limited by principles of public policy and, as to enforceability, subject to applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws relating to or affecting creditor’s rights from time to time in effect and subject to general equity
principles.


 


(b) No Conflict. None
of the execution or delivery of or performance by the Placement Agent under this Agreement or any other agreement or document entered
into by the Placement Agent in connection herewith or the consummation of the transactions herein or therein contemplated conflicts with
or violates, any agreement or other instrument to which the Placement Agent is a party or by which its assets may be bound, or its limited
liability company agreement, or any license, permit, judgment, decree, order, statute, rule or regulation applicable to the Placement
Agent or any of its assets, except in each case as would not have a material adverse effect on the transactions contemplated hereby.


 


(c) Compliance with FINRA;
Regulation D. The Placement Agent is a member in good standing of FINRA and is registered as a broker-dealer under the Exchange Act,
and under the securities acts of each state into which it is making offers or sales of the Securities. The Placement Agent is in compliance
with all applicable rules and regulations of the Commission and FINRA, except to the extent that such noncompliance would not have a material
adverse effect on the transactions contemplated hereby. None of the Placement Agent or its affiliates, or any person acting on behalf
of the foregoing (other than the Company or its affiliates or any person acting on its or their behalf, in respect of which no representation
is made) has taken nor will take any action that conflicts with the conditions and requirements of, or that would make unavailable with
respect to the Offering, the exemption(s) from registration available pursuant to Rule 506(b) of Regulation D or Section 4(a)(2) of the
Securities Act, or knows of any reason why any such exemption would be otherwise unavailable to it.


 


(d) No Disqualification
Event. Neither the Placement Agent nor any of the Placement Agents Related Persons (as defined below) are subject to any Disqualification
Event as of the date hereof. The Placement Agent has exercised reasonable care to determine whether any Placement Agent Related Person
is subject to such a Disqualification Event. As used herein, “Placement Agent Related Persons” means any predecessor
of the relevant Placement Agent, any affiliated issuer, any director, executive officer, other officer of the Placement Agent participating
in the Offering, any general partner or managing member of the Placement Agent, any beneficial owner of 20% or more of the Placement Agent’s
outstanding voting equity securities, calculated on the basis of voting power, and any “promoter” (as defined in Rule 405
under the Securities Act) connected with the Placement Agent in any capacity. The Placement Agent agrees to promptly notify the Company
in writing of (1) any Disqualification Event relating to any Placement Agent Related Person and (2) any event that would, with the passage
of time, become a Disqualification Event relating to any Placement Agent Related Person.


 






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Section 4. Reserved.


 


Section 5. Offering and Closing Procedures


 


(a) The Company shall cause
to be delivered to the Placement Agent copies of the Offering Documents and has consented, and hereby consents, to the use of such copies
for the purposes permitted by the Securities Act and applicable securities laws and in accordance with the terms and conditions of this
Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Offering Documents in connection with the
offering of the Securities until the earlier of (i) the Termination Date or (ii) the Closing, and no person or entity is or will be authorized
to give any information or make any representations other than those contained in the Disclosure Package and the Offering Documents or
to use any offering materials other than those contained in the Disclosure Package in connection with the issuance and sale of the Securities,
unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.


 


(b) The Company shall make
available to the Placement Agent and its representatives such information, including, but not limited to, financial information, and other
information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation
of the Company and its affairs. The Company shall provide access to the officers, directors, employees, independent accountants, legal
counsel and other advisors and consultants of the Placement Agent as shall be reasonably requested by the Placement Agent. The Company
recognizes and agrees that the Placement Agent (i) will use and rely primarily on the Information and generally available information
from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information
or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii)
will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.


 


(c) Each of the Company and
the Investors will be required to complete and execute an original signature page for each of the Transaction Documents to which it is
a party, which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in
Section 10.


 


(d) If all of the conditions
set forth elsewhere in this Agreement and in the Securities Purchase Agreement are fulfilled or, where legally permissible, waived by
the applicable party, a Closing shall be held promptly with respect to the Securities sold in the Offering. Delivery of payment for
the Securities will be made at the Closing against delivery of the Securities sold by the Company. 


 


Section 6. Further Covenants of the Company.


 


The Company further covenants
to and agrees with the Placement Agent as follows:


 


(a) Representations and
Warranties True and Correct. Except upon prior written notice to the Placement Agent, the Company shall not, at any time prior to
the Closing, knowingly take any action that would cause any of the representations and warranties made by it in this Agreement not to
be complete and correct in all material respects on and as of the date of the Closing (the “Closing Date”) with the
same force and effect as if such representations and warranties had been made on and as of the Closing Date (except to the extent any
such representation or warranty expressly speaks of an earlier date or time, in which case such representation or warranty shall be true
and correct in all material respects as of such earlier date or time, as applicable).


 


(b) Blue Sky
Compliance. The Company will cooperate with the Placement Agent and the Investors in endeavoring to qualify the Securities for
sale under the securities or “Blue Sky” laws of such jurisdictions (United States and foreign) as the Placement Agent
and the Investors may reasonably request and will make such applications, file such documents, pay such fees and furnish such
information as may be reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign
corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to
file such a consent. The Company will, from time to time, prepare and file such statements, reports and other documents as are or
may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with
respect to the Offering. All such filings under applicable state securities or “Blue Sky” laws related to this Offering
shall be prepared by the Company’s counsel at the Company’s expense, with copies of all filings to be promptly forwarded
to the Placement Agent and its counsel. The Company shall comply with the Securities Act, all applicable state securities or
 “Blue Sky” laws and the rules and regulations thereunder in the states in which the Placement Agent may reasonably
request with respect to the Offering so as to permit the continuance of the sales of the Securities, and will file or cause to be
filed with the Commission no later than 15 days after the commencement of the sale of Securities, and shall promptly thereafter
forward or cause to be forwarded to the Placement Agent, any and all Notice of Sales of Securities on Form D and shall file all
amendments thereto with the Commission as may be required. Copies of all Form D and all amendments thereto shall be provided to the
Placement Agent.


 






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(c) Amendments and Supplements
to the Disclosure Package. If, at any time prior to the Closing, any event shall occur or condition exist as a result of which it
is necessary to amend or supplement the information or documents, or other information in the Disclosure Package in order to make the
statements therein, in the light of the circumstances when the Disclosure Package is delivered to an Investor, not misleading, or if it
is otherwise necessary to amend or supplement any portion of the Disclosure Package to comply with the Securities Act or any other applicable
law, then the Company agrees to promptly prepare and furnish at its own expense to the Placement Agent, amendments or supplements to the
Disclosure Package so that the statements therein as so amended or supplemented will not, in the light of the circumstances when the Disclosure
Package is delivered to an Investor, be misleading or so that the Disclosure Package, as amended or supplemented, will comply with the
Securities Act and other applicable law. Neither the Placement Agent’s consent to, nor delivery of, any such amendment or supplement
shall constitute a waiver of any of the Company’s obligations under this Section 6(c). The Company agrees to furnish to the
Placement Agent and counsel to the Placement Agent, without charge, as soon as available, as many copies of any amendments and supplements
to the Disclosure Package as the Placement Agent or its counsel may request. The Company shall not at any time before the Closing prepare
or use any amendment or supplement to the Disclosure Package with respect to which the Placement Agent has not been previously advised
and furnished with a copy, or that is not in compliance with the Securities Act and other applicable law. As soon as the Company is advised
thereof, the Company shall advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending
the use of the Disclosure Package, or the suspension of or exemption for such qualification or registration thereof for offering in any
jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and the Company will use its
reasonable best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting
thereof.


 


(d) Marketing. The
Company shall participate, and cause its officers and representatives to participate, in the Offering as reasonably requested by the Placement
Agent, including in the marketing of the Securities and meeting with prospective Investors, and afford prospective Investors the opportunity
to conduct customary due diligence and make inquiries relevant to their investment decisions regarding the Securities.


 


(e) Use of Proceeds.
The Company shall apply the net proceeds from the sale of the Securities sold by it in the manner to be described under the caption “Use
of Proceeds” in the Offering Documents.


 


(f) Legends. The Company
shall place a legend, upon conversion or exercise, as applicable, on certificates representing the Securities, that the offering, issuance,
sale or resale of the securities evidenced thereby has not been registered under the Securities Act or applicable state securities or
 “Blue Sky” laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities
under the Securities Act and applicable state securities or “Blue Sky” laws.


 


(g) No Requirement to Register
as an Investment Company. The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the
Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act.


 


(h) Press Releases.
Prior to the earlier of the Closing or the Termination Date and except as otherwise requirement by law or regulation (including the rules
of the Commission), the Company shall not issue any press release or other communication directly or indirectly or hold any press conference
with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects, without the prior
written consent of the Placement Agent, which consent may be provided to the Company via e-mail. If practical, the Company shall afford
the Placement Agent and its counsel with the opportunity to review and comment upon the form and substance of, and shall give reasonable
consideration to all such comments from the Placement Agent and its counsel on, the initial press release, Commission filing or any other
public disclosure by or on behalf of the Company relating to the Offering, the Securities, the Investors, the Placement Agent or any aspect
of the Offering Documents or the transactions contemplated thereby, not less than 24 hours prior to the issuance, filing or public disclosure
thereof.


 






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(i) Compliance with Rule
502(d). The Company will exercise reasonable care to assure that no Investor is an “underwriter” within the meaning of
Section 2(a)(11) of the Securities Act and, without limiting the foregoing, that such purchases will comply with Rule 502(d) under the
Securities Act.


 


(j) Conduct of Business.
The Company shall not, without the prior written consent of the Placement Agent, at any time prior to the earlier of the Closing or the
Termination Date, except as contemplated by the Disclosure Package, (i) engage in or commit to engage in any transaction outside the ordinary
course of business as described in the Disclosure Package, (ii) issue, agree to issue or set aside for issuance any securities (debt or
equity) or any rights to acquire any such securities, (iii) incur, outside the ordinary course of business, any material indebtedness
or obligation, direct or contingent, (iv) dispose of any material assets, or (v) change its business or operations.


 


(k) No Stabilization or
Manipulation. Neither the Company nor any of its officers, directors or Affiliates has taken or will take, directly or indirectly,
any action designed or intended to stabilize or manipulate the price of any security of the Company, or that caused or resulted in, or
that might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the
Company.


 


(l) No Other Offerings.
Except as described in the Offering Documents, the Company will not, before or during the Offering Period, directly or indirectly
(except through the Placement Agent), sell or offer, or attempt to offer to dispose of, or solicit any offer to buy, or otherwise approach
or negotiate in respect of, any of the Securities or any other securities of the Company.


 


(m) Additional Documents.
In addition to the Offering Documents, the Company will execute and deliver any other customary agreements, documents, certificates and
instruments as the Placement Agent or the Investors deem necessary or appropriate to consummate the Offering, all of which will be in
form and substance reasonably acceptable to the Placement Agent and the Investor. The Company agrees that the Placement Agent may rely
upon, and is a third party beneficiary of, the representation and warranties (together with any related disclosure schedules thereto)
and applicable covenants set forth in the Transaction Documents to be executed and delivered by the Company at the Closing and any other
agreements, documents, legal opinions, certificates and instruments executed and delivered by the Company or otherwise in connection with
the Offering.


 


Section 7. Conditions to the Obligations of
the Placement Agent.


 


The obligation of the Placement
Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section
2 as of the date hereof and as of the Closing Date as though then made, to the timely performance by the Company of its covenants
and other obligations hereunder on and as of such dates, and to the satisfaction or, where legally permissible, the waiver, of each of
the following additional conditions:


 


(a) Corporate Proceedings.
All corporate proceedings and other legal matters incident to the authorization, form and validity of the Offering Documents, the Securities,
and all other legal matters relating to the offering, issuance and sale, as applicable, of the Securities and the other transactions contemplated
hereby and under the Offering Documents shall be reasonably satisfactory in all material respects to the Placement Agent; and the Company
shall have furnished to the counsel to the Placement Agent, all documents and information that it may reasonably request to enable them
to pass upon such matters, including a Secretary’s Certificate, if requested.


 


(b) Consents and Approvals.
On or prior to the Closing Date, the Company shall have obtained all consents, waivers and approvals required to be obtained by the Company
in connection with the consummation of the transactions contemplated hereby.


 


(c) Disclosure Package.
The Disclosure Package did not, does not and, as of the date of any amendment or supplement thereto, will not, include any untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. No order enjoining the Offering or the issuance and sale of the Securities shall have been
issued, and no proceedings for that purpose or a similar purpose shall have been initiated or pending, or, to the Company’s knowledge,
threatened.


 






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(d) No Material Adverse
Effect. Subsequent to the execution and delivery of this Agreement and as of the Closing Date, there shall not have occurred any change,
event or development resulting or that could reasonably be expected to result in a Material Adverse Effect, which, in the Placement Agent’s
sole judgment, makes it impracticable or inadvisable to proceed with the Offering.


 


(e) Offering Documents.
Each of the Offering Documents shall be in form and substance reasonably satisfactory to the Placement Agent and shall have been duly
executed and delivered by the Company and the other parties thereto, and the Securities shall have been duly issued, executed (as applicable)
and delivered by the Company.


 


(f) Placement Agent Compensation.
The Cash Fee calculated in the manner provided in Section 1(b) of this Agreement shall have been paid to the Placement Agent by
wire transfer of immediately available funds to an account specified by the Placement Agent to the Company prior to the Closing.


 


(h) Additional Documents.
On or before the Closing Date, the Placement Agent and counsel for the Placement Agent shall have received such information and documents
as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as contemplated
herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions
or agreements, herein contained.


 


If any condition specified
in this Section 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Placement Agent
by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any
party to any other party, except that Section 1(b), Section 2, Section 8 and Section 9 shall at all times
be effective and shall survive such termination.


 


Section 8. Indemnification and Contribution.



 


(a) Indemnification
of the Placement Agent. In consideration of the Placement Agent’s execution and delivery of, and the performance of its
obligations under, this Agreement, and in addition to all of the Company’s other obligations under the Offering Documents, the
Company shall defend, indemnify and hold harmless the Placement Agent, each of its Affiliates, each Person, if any, who controls the
Placement Agent or any of its Affiliates within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and each of
its and its directors, officers, partners, members, shareholders, direct or indirect investors, employees, representatives and
agents (including, without limitation, those attorneys and other agents retained by Placement Agent or any such other Person in
connection with the transactions contemplated by this Agreement and the other Offering Documents) (collectively, the
 “Placement Agent Indemnified Parties,” and each a “Placement Agent Indemnified Party”), from
and against any and all claims, actions, causes of action, suits, proceedings (including, without limitation, as a party in interest
or otherwise in any action or proceeding for injunctive or other equitable relief), including, without limitation, any and all
derivative actions brought on behalf of the Company or any majority or wholly owned subsidiary (each, a
 “Subsidiary”), and any and all civil, criminal or regulatory investigations, whether formal or informal, to which
any Placement Agent Indemnified Party may become subject (irrespective of whether any such Placement Agent Indemnified Party is a
party, threatened to be made a party, or a witness to the claim, action, cause of action, suit, proceeding or investigation for
which indemnification hereunder is sought), and all damages, losses, liabilities and expenses (including the reasonable fees and
expenses of counsel) incurred by any Placement Agent Indemnified Party (including, without limitation, in settlement of any claim,
action, cause of action, suit, proceeding or investigation), in each case as incurred (collectively, a “Claim”),
as a result of, or arising out of, or relating to (i) any misrepresentation, inaccuracy or breach of any representation or warranty
made by the Company or any Subsidiary in this Agreement or in any of the other Offering Documents, (ii) any breach of any covenant,
agreement or obligation of the Company or any Subsidiary contained in this Agreement or in any of the other Offering Documents,
(iii) the execution, delivery, performance or enforcement of this Agreement or any of the other Offering Documents, (iv) any
transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the
Securities, (v) any untrue statement or alleged untrue statement of a material fact contained in any SEC Document or in any Offering
Document, or any amendment thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (vi) the
status of such Placement Agent Indemnified Party as a holder of any of the Securities, or as a party (or agent or attorney of such
party) to this Agreement or any of the other Offering Documents, (vii) any act or failure to act by any Placement Agent Indemnified
Party in connection with, or relating in any manner to, the Securities, the Offering or any of the transactions contemplated by this
Agreement or any of the other Offering Documents, provided that the Company shall not be liable under this clause (vii) to
the extent that a court of competent jurisdiction shall have determined by a final, non-appealable judgment that such claim, action,
cause of action, suit, proceeding, investigation, damage, loss, liability or expense resulted from the gross negligence, bad faith
or willful misconduct of such Placement Agent Indemnified Party; and to reimburse such Placement Agent Indemnified Party for any and
all expenses (including the reasonable fees and disbursements of counsel chosen by such Placement Agent Indemnified Party) incurred
by such Placement Agent Indemnified Party in connection with investigating, defending, settling, compromising or paying any such
claim, action, cause of action, suit, proceeding, investigation, damage, loss, liability or expense. To the extent that the
foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the
payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law as provided in Section
8(d).


 






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(b) Notifications and Other
Indemnification Procedures. Promptly after receipt by a Placement Agent Indemnified Party under this Section 8 of notice of
the commencement of any action, such Placement Agent Indemnified Party will, if a claim in respect thereof is to be made against the Company
under this Section 8, notify the Company in writing of the commencement thereof, but the omission so to notify the Company will
not relieve it from any liability that it may have to any Placement Agent Indemnified Party for contribution to the extent it is not prejudiced
as a proximate result of such failure. In case any such action is brought against any Placement Agent Indemnified Party and the such Placement
Agent Indemnified Party seeks or intends to seek indemnity from the Company, the Company shall assume the defense thereof with counsel
reasonably satisfactory to such Placement Agent Indemnified Party; provided, however, if the defendants in any such action
include both the Placement Agent Indemnified Party and the Company, and the Placement Agent Indemnified Party shall have reasonably concluded
on the advice of its counsel that a conflict may arise between the positions of the Company and the Placement Agent Indemnified Party
in conducting the defense of any such action or that there may be legal defenses available to it and/or other Placement Agent Indemnified
Parties that are different from or additional to those available to the Company, such Placement Agent Indemnified Party or Placement Agent
Indemnified Parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the
defense of such action on behalf of such Placement Agent Indemnified Party or Placement Agent Indemnified Parties. Upon receipt of notice
from the Company to the Placement Agent Indemnified Party of the Company’s assumption the defense of such action and approval by
such Placement Agent Indemnified Party of counsel, the Company will not be liable to such Placement Agent Indemnified Party under this
Section 8 for any legal or other expenses subsequently incurred by such Placement Agent Indemnified Party in connection with the
defense thereof unless: (i) the Placement Agent Indemnified Party shall have employed separate counsel in accordance with the proviso
to the immediately preceding sentence (it being understood, however, that the Company shall not be liable for the expenses of more than
one separate counsel (together with local counsel), approved by the Company), representing the Placement Agent Indemnified Parties who
are parties to such action; (ii) the Company shall not have employed counsel satisfactory to the Placement Agent Indemnified Party to
represent the Placement Agent Indemnified Party within a reasonable time after notice of commencement of the action; or (iii) the Company
has authorized the employment of counsel for the Placement Agent Indemnified Party at the expense of the Company, in each of which cases
the fees and expenses of counsel shall be at the expense of the Company.


 


(c) Settlements. The
Company shall not be liable under this Section 8 for any settlement of any proceeding effected without its written consent, which
consent shall not be unreasonably conditioned, withheld or delayed, but if settled with such consent or if there be a final judgment for
the plaintiff, the Company agrees to indemnify the applicable Placement Agent Indemnified Party or Placement Agent Indemnified Parties
against any claim, action, cause of action, suit, proceeding, investigation, damage, loss, liability or expense by reason of such settlement
or judgment. The Company shall not, without the prior written consent of the Placement Agent Indemnified Party, effect any settlement,
compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any Placement
Agent Indemnified Party is or could have been a party and indemnity was or could have been sought hereunder by such Placement Agent Indemnified
Party, unless such settlement, compromise or consent includes: (i) an unconditional release of such Placement Agent Indemnified Party
from all liability on claims that are the subject matter of such action, suit or proceeding; and (ii) does not include a statement as
to or an admission of fault, culpability or a failure to act by or on behalf of any Placement Agent Indemnified Party.


 






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(d) Contribution.
If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless a Placement Agent
Indemnified Party under Section 8(a) above in respect of any claim, action, cause of action, suit, proceeding, investigation,
damage, loss, liability or expense, then the Company shall contribute to the aggregate amount paid or payable by such Placement
Agent Indemnified Party in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one
hand, and such Placement Agent Indemnified Party, on the other, from the Offering. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law then the Company shall contribute to such amount paid or payable
by such Placement Agent Indemnified Party in such proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company, on the one hand, and such Placement Agent Indemnified Party, on the other, in connection with the
actions or omissions which resulted in such losses, claims, damages or liabilities (or actions or proceedings in respect thereof),
as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things,
the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action or
omission.


 


The Company and Placement
Agent agree that it would not be just and equitable if contributions pursuant to this Section 8(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this
Section 8(d). The amount paid or payable by a Placement Agent Indemnified Party as a result of the losses, claims, damages or liabilities
(or actions or proceedings in respect thereof) referred to above in this Section 8(d) shall be deemed to include any legal or other
expenses reasonably incurred by such Placement Agent Indemnified Party in connection with investigating or defending any such claim, action,
cause of action, suit, proceeding or investigation. Notwithstanding the provisions of this subsection (d): (i) the Placement Agent
shall not be required to contribute any amount in excess of the amount of the Cash Fee actually received by Placement Agent pursuant to
this Agreement; and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.


 


(e) Timing of Any Payments
of Indemnification. Any losses, claims, damages, liabilities or expenses for which a Placement Agent Indemnified Party is entitled
to indemnification or contribution under this Section 8 shall be paid by the Company to the Placement Agent Indemnified Party as
such losses, claims, damages, liabilities or expenses are incurred, but in all cases, no later than fifteen (15) days of invoice to the
Company.


 


(f) Acknowledgements of
Parties. The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel
during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 8, and are
fully informed regarding said provisions. They further acknowledge that the provisions of this Section 8 fairly allocate the risks
in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure is made
in the Disclosure Package.


 


Section 9. Representations and Indemnities
to Survive Delivery.


 


The respective indemnities,
agreements, representations, warranties and other statements of the Company or any of its Subsidiaries set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of: (i) any investigation made by or on behalf of any Placement Agent
Indemnified Party or any of their respective representatives or agents; (ii) acceptance of any Securities and payment therefor; and (iii)
any termination of this Agreement or expiration of the Offering Period. A successor to any Placement Agent Indemnified Party shall be
entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in Section 8.


 


Section 10. Notices. 


 


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


 


	 	If to Placement Agent: 
	 	 
	 	ThinkEquity LLC
	 	17 State Street, 22nd Floor
	 	New York, NY 10004
	 	Facsimile: (212) 349-2550
	 	Attention: Eric Lord


 






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	 	With a copy to (which copy shall not constitute notice):
	 	 	 
	 	Blank Rome LLP
	 	1271 Avenue of the Americas
	 	New York, NY 10020
	 	Attn:  	Brad L. Shiffman, Esq.


 


	 	If to the Company: 
	 	 
	 	iSpecimen Inc. 450 Bedford Street Lexington, MA 02420 Attention:  Christopher Ianelli Email:  cianelli@ispecimen.com  
	 	 


 


	 	With a copy to (which copy shall not constitute notice):
	 	 
	 	
    Elenoff Grossman & Schole LLP

    1345 Avenue of the Americas

    New York, NY 10105

    Attention: Barry I. Grossman, Esq.

    Email: bigrossman@egsllp.com 



 


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


 


Section 11. Successors.


 


This Agreement will inure
to the benefit of and be binding upon the parties hereto, and to the benefit of the Placement Agent Indemnified Parties (or any of their
respective successors) referred to in Section 8, and to their respective successors, and personal representatives, and no other
person will have any right or obligation hereunder.


 


Section 12. Partial Unenforceability. 


 


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


 


Section 13. Governing Law Provisions.


 


(a) Governing Law.
This agreement shall be governed by and construed in accordance with the internal laws of the state of New York applicable to agreements
made and to be performed in such state.


 






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(b) Consent to
Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated
hereby may be instituted in the federal courts of the United States of America located in New York, New York, or the courts of the
State of New York in each case located in the Borough of Manhattan (collectively, the “Specified Courts”), and
each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a
judgment of any such court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding.
Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service
of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any
objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally
waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has
been brought in an inconvenient forum. EACH OF THE PLACEMENT AGENT AND THE COMPANY HEREBY WAIVES (ON ITS OWN BEHALF AND, TO THE
EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT
OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING,
WITHOUT LIMITATION, THE OFFERING).


 


Section 14. General Provisions.


 


This Agreement constitutes
the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements,
understandings and negotiations with respect to this Offering. This Agreement may be executed in two or more counterparts, each one of
which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement
may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived
unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the
parties only and shall not affect the construction or interpretation of this Agreement.


 


[Signature Page Follows]


 






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If the foregoing is in accordance
with your understanding of our agreement, please sign and return to the Company the enclosed copies hereof, whereupon this instrument,
along with all counterparts hereof, shall become a binding agreement in accordance with its terms.


 


	 	Very truly yours,
	 	 	 
	 	iSPECIMEN INC.
	 	 	 
	 	By: 	 
	 	 	Name: 
	 	 	Title:


 


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


 


THINKEQUITY LLC


 


	By:	 	 
	 	Name: Eric Lord	 
	 	Title: Head of Investment Banking


 


[Signature Page to Placement Agency Agreement]