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____________, 2019

LETTER OF AGREEMENT

This will confirm the agreement between the private company ___________________
(“Company”) and Amato and Partners LLC ("Amato"), pursuant to which Amato will furnish to
the Company pre-investor relations services, as follows:

Amato will perform services for the Company in areas generally considered to be pre-investor
relations to the best of its ability in accordance with industry norms. (the “Services”)

1. Provide ongoing strategic advice on the elements of the capital markets and options for a
going public process as it relates to the Company, such as:

a. Filing a form 10 and a direct listing on the NASDAQ.


b. Pursuing a traditional IPO.
c. Using cross-over funds with the intent of a later IPO.
d. Merging with a distressed trading public company.

2. Review and edit Company investor presentation and other collateral material as needed.

3. Assist the Company on a selection of an investment banker/underwriter that would be


suitable for the Company’s go public transaction. This process would include meeting mid to
large sized Banks. Amato will prepare and organize a road show to support the selection
process and provide management with specific meeting feedback.

4. Identify and provide introductions to appropriate sell-side research analysts.

5. Identify and target institutional funds, special situation funds and family offices. Amato will
set up meetings and provide feedback to Company management.

6. All information to be disseminated through Amato will be based upon material furnished by
the Company and will be released only after receipt by Amato of final approval from the
Company. The Company recognizes that Amato may have, either at the present time or in the
future, obligations imposed upon it by the federal securities laws to verify independently
certain of the information contained in releases being made through it. Accordingly, the
Company agrees that Amato shall have the right, as necessary, to make such reasonable
inquiries as it shall deem necessary or appropriate of officers and employees of the Company
and its counsel and auditors with respect to information being released by Amato. The
Company recognizes that the accuracy and completeness of all information ultimately rests
with the Company and agrees to the fullest extent permitted by applicable law to indemnify
and hold harmless Amato from and against any loss and expense arising out of a claim that
any information released by it is inaccurate or incomplete, except the Company shall have no

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indemnification obligation for claims against Amato that arise directly from the negligence,
fraud or willful misconduct of Amato or its employees.

7. To the fullest extent permitted by applicable law, the Company shall indemnify and hold
harmless Amato its consultants and agents and employees (the “Indemnified Parties”) from
and against claims, damages, losses and expenses, including but not limited to attorneys’
fees, arising out of or resulting from performance of the Services but only to the extent the
same is not caused by the negligent acts or omissions of the Indemnified Parties, anyone
directly or indirectly employed by them or anyone for whose acts the Indemnified Parties
may be liable.

8. The Company acknowledges and understands that Amato, in order to perform its services
effectively under this agreement and to satisfy such obligations as may be imposed upon it by
federal securities laws, requires prompt receipt of all material information with respect to the
Company, its operations and its prospects that are within the scope of the services being
performed by Amato. Furthermore, you recognize the necessity of promptly notifying Amato
of all material developments concerning the Company, its business and prospects and to
supply Amato with sufficient information necessary for Amato to make a determination as to
its compliance with its own procedures as well as any legal requirements (it being
acknowledged and agreed, however, that the Company reserves the right to not share
information with Amato if the Company determines, in its sole discretion, that there is a
reasonable business or legal basis for not sharing such information).

9. The term of this agreement shall be for a period of ______ months. As compensation for the
services to be rendered hereunder, the Company will pay to Amato on the first of each month
a retainer of ________ per month, in advance. In addition, the Company will consider a
discretionary bonus as IR results and milestones are achieved. These milestones and/or
results will be defined and agreed upon over the course of the engagement. If fees billed by
Amato to the Company are not paid within 30 days after billing, the amount billed shall
thereafter bear interest at the rate of 1 percent per month until paid. Approved travel, hotel
and entertainment expenses incurred by Amato will be reimbursed by the Company. This
agreement shall continue in effect for the full period set forth in this paragraph 9 unless the
Company decides not to pursue a public entity, in such case this agreement could be
terminated with 60 days advance notice.

10. Upon the Company becoming public this agreement will convert into a standard twelve-
month Investor Relations Agreement between Amato and the Company.

11. It is understood that in its representation of the Company, Amato may come into confidential
information about the Company and its products. Other than in the course of the normal
dissemination of corporate financial information to the public with the approval of the
Company, Amato agrees to maintain strict confidentiality both during and after any
representation of the Company other than as may be required by State and/or Federal entities
in any legally binding proceedings relating to such entities. Amato shall further abide by any
confidentiality or nondisclosure agreement entered into by Amato and the Company

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12. This Agreement constitutes the entire agreement between the parties hereto pertaining to the
subject matter hereof, and supersedes all prior or contemporaneous agreements,
understandings, negotiations and discussions, whether oral or written, relating to the subject
matter of this Agreement.

13. This Agreement will become effective when all the parties have signed it. This Agreement
may be executed in two or more counterparts, each of which will be deemed an original, but
all of which together will constitute one and the same document. A facsimile or email/.pdf
signature page will be deemed an original.

14. This Agreement shall be governed by the laws of the State of New York, without regard to
the conflicts of laws principles thereof. Any controversies hereunder shall be heard and
resolved in the New York States or United States Federal courts located in New York
County, New York.

Please confirm that the foregoing correctly sets forth our agreement by signing the copy
of this agreement provided for that purpose.

AMATO AND PARTNERS LLC

By: _____________________________
Gerald A. Amato, President

_________________________

By: ________________________________
__________________________

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