Exhibit 1.1

PLACEMENT AGENCY AGREEMENT

August 6, 2026

Ceros Financial Services, Inc.

1445 Research Boulevard

Rockville, MD 20850

Ladies and Gentlemen:

Introductory. This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which Ceros Financial Services, Inc. (the “Placement Agent”) shall be engaged by OS Therapies Incorporated, a Delaware corporation (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 the offer and sale of senior secured convertible promissory notes (each, a “Note” and, collectively, the “Notes”) of the Company and its wholly owned subsidiaries, OS Animal Health Inc. and OS Therapies UK LTD (hereinafter, the “Subsidiaries”), in an aggregate subscription amount of up to Ten Million Dollars ($10,000,000), consisting of (i) an initial tranche of up to Five Million Dollars ($5,000,000) aggregate subscription amount (the “First Tranche”) and (ii) a second tranche of up to Five Million Dollars ($5,000,000) aggregate subscription amount (the “Second Tranche”). The funding of the Second Tranche shall be entirely optional as to each Investor (as defined below), and no Investor shall have any obligation whatsoever to purchase or fund any portion of the Second Tranche unless such Investor elects, in its sole discretion, to do so and the Company agrees to such purchase or funding. Each Note issued pursuant to the First Tranche or the Second Tranche shall include an original issue discount equal to seven and one-half percent (7.5%), as more particularly reflected in the applicable Note (the “OID”). For illustrative purposes only, if an Investor funds a Tranche with a subscription amount of $5,000,000, the applicable Note would have an original principal amount of $5,405,405 and an OID of $405,405. The OID attributable to any Tranche shall be deemed fully earned solely upon the funding of such Tranche, and no OID shall accrue or be earned with respect to any unfunded portion of the aggregate commitment. The Notes will be offered in units (each, a “Unit”) at a purchase price of One Hundred Thousand Dollars ($100,000) per Unit, which results in the issuance of a Note having an original principal amount of $108,108.11, which includes the applicable OID. As additional consideration for the purchase of each Unit in connection with the First Tranche and, if funded, the Second Tranche, the Company shall issue to the applicable Investor: (i) thirty thousand (30,000) shares of common stock of the Company, par value $0.001 per share (“Common Stock”) (the “Closing Shares”); and (ii) warrants (the “Warrants”) to purchase thirty thousand (30,000) shares of the Company’s Common Stock, exercisable for a period of five (5) years at an exercise price of $2.85 per share. Each Investor desiring to purchase Units 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 (as defined below) subscribed for to the Company’s segregated account, as identified in the Securities Purchase Agreement.

The Units will be offered and sold to the Investors 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) the final Closing (as defined below) of the Offering (which may occur in one or more tranches) and (ii) the date on which the Company provides notice to the Placement Agent that it has elected not to pursue any additional tranche 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, will survive any expiration or termination of this Agreement. The Company may hold the closing at any time after the conditions to closing set forth in the Securities Purchase Agreement 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 Securities Act.

The Units shall be sold to the investors (the “Investors”) named in the securities purchase agreement to be entered into by the Company and the Investors (the “Securities Purchase Agreement”), pursuant to the terms and subject to the conditions contained in the Securities Purchase Agreement.

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 earlier of the Termination Date or the Closing.

(b) As compensation for services rendered, the Company shall pay to the Placement Agent a cash fee (the “Cash Fee”) equal to 5.0% of the aggregate subscription amount paid by the Investors for the Units purchased in the applicable Tranche. The Cash Fee shall be earned and payable on the date of each applicable Closing based on the aggregate subscription amount funded by Investors in such Tranche. In addition, the Company will issue to the Placement Agent or its designees such number of warrants (the “Placement Agent Warrants”) equal to 5% of the aggregate number of shares of Common Stock issuable upon exercise of the Warrants issued to Investors in the Offering, with such calculation to include the Warrants issued in connection with each applicable Closing, at an exercise price equal to 110% of the applicable Warrant exercise price. Unless otherwise directed in writing by the Placement Agent, the Placement Agent Warrants shall be issued concurrently with the applicable Closing. The Company also agrees to pay to the Placement Agent a non-accountable expense fee in the amount of $60,000, which amount shall be earned and payable upon the consummation of the First Tranche Closing and shall be paid at such Closing from the gross proceeds of the sale of the Units. For the avoidance of doubt, such non-accountable fee shall apply solely to the First Tranche Closing, and the Company shall separately reimburse the Placement Agent for its reasonable out-of-pocket expenses incurred in connection with any subsequent Tranche Closing, including the Second Tranche Closing, which expenses shall not exceed $25,000 in the aggregate and which shall be payable at the applicable Tranche Closing.

(c) Provided that a Closing of the First Tranche is consummated, if, during the period commencing on the date of the consummation of the First Tranche and ending on the date that is one (1) year after the later of (x) the consummation of the First Tranche or (y) the consummation of the Second Tranche (if a Closing of the Second Tranche is consummated) (the “Tail Period”), the Company or any of its subsidiaries consummates any financing transaction or any issuance or sale of equity, debt or equity-linked securities, directly or indirectly, with or to any person or entity (A) identified on Schedule A attached hereto as of the date hereof (the “Prior Introduced Investors”), or (B) first introduced to the Company by the Placement Agent during the Offering Period and identified in writing by the Placement Agent to the Company within ten (10) business days following the expiration or earlier termination of the Offering Period (collectively with the Prior Introduced Investors, the “Introduced Investors”), then the Company shall pay to the Placement Agent, at the closing of such financing transaction, a cash fee equal to the greater of (i) five percent (5%) of the aggregate gross proceeds received by the Company from such Introduced Investor in such financing transaction or (ii) the aggregate cash compensation (including, without limitation, any placement fee, commission, success fee, advisory fee, transaction fee, finder’s fee or similar cash compensation) paid or payable to any placement agent, underwriter, finder, financial advisor or other intermediary in connection with such financing transaction with respect to the securities purchased by such Introduced Investor (the “Tail Fee”). For the avoidance of doubt, the term “Introduced Investors” shall include any Affiliate (as such term is defined in Rule 405 under the Securities Act) of any Introduced Investor, including any affiliated investment fund, managed account, special purpose vehicle, successor fund or other investment vehicle directly or indirectly managed, advised or controlled by, under common control with, or sharing a common investment manager or adviser with, such Introduced Investor, and any investment by any such Affiliate shall be deemed an investment by an Introduced Investor for purposes of this Section 1(c).

Notwithstanding anything herein to the contrary, the Tail Fee shall not be payable with respect to any financing transaction to the extent that the Placement Agent receives compensation from the Company pursuant to this Agreement or otherwise in connection with the same securities purchased by the applicable Introduced Investor. For the avoidance of doubt, if an Introduced Investor purchases securities in multiple closings of a single financing transaction during the Tail Period, the aggregate Tail Fee payable with respect to such Introduced Investor shall not exceed the amount that would have been payable had such Introduced Investor purchased all such securities in a single closing.

(d) 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.

(e) 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:

(a) Compliance with Applicable Regulations. The Transaction 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 Transaction Documents.

(b) No Material Misstatements or Omissions. The Disclosure Materials and the SEC Documents (each 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 Transaction 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 Disclosure Materials, SEC Documents or the Transaction 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 Transaction Documents (a “Material Adverse Effect”).

(c) Offering Materials. The Company has made available to the Placement Agent copies of the Disclosure Materials, which at all times will be in form and substance acceptable to the Placement Agent and its counsel and contain such legends and other information as the Placement Agent and its counsel may, from time to time, deem necessary and desirable to be set forth therein. “Disclosure Materials” as used in this Agreement means (i) that certain Securities Purchase Agreement, inclusive of all exhibits and all amendments, supplements and appendices thereto (the “Securities Purchase Agreement”) and any other Transaction Documents and (ii) the Company’s reports, schedules and other documents filed or furnished by the Company with the Securities and Exchange Commission and publicly available through the SEC’s EDGAR system, including, without limitation, its most recent Annual Report on Form 10-K and all subsequent reports and other filings made under the Securities Exchange Act of 1934, as amended, prior to the applicable Closing Date (collectively, the “SEC Reports”). The Company has not distributed and will not distribute, prior to the Closing, any materials in connection with the Offering other than the Disclosure Materials.

(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. For the year preceding the date hereof, 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 required to be filed (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.

(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 Materials, 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 Transaction Documents, to issue, sell and deliver the Securities, and to make the representations in this Agreement and the other Transaction Documents accurate and not misleading. Prior to the Closing, this Agreement and each of the other Transaction Documents will have been duly authorized by all necessary corporate action of the Company. This Agreement has been duly authorized, executed and delivered and constitutes and each of the other Transaction 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 Notes, the Warrants, the Closing Shares, the shares of Common Stock issuable upon conversion of the Notes (the “Conversion Shares”) and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares” and, together with the Notes, the Warrants, the Closing Shares and the Conversion Shares, the “Securities”) have been duly authorized by the Company. Upon issuance and delivery against payment of the Purchase Price in accordance with the Securities Purchase Agreement, the Notes and the Warrants will constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity. The Closing Shares, when issued and delivered in accordance with the Securities Purchase Agreement, will be validly issued, fully paid and non-assessable. The Conversion Shares have been duly reserved for issuance and, when issued upon conversion of the Notes in accordance with the terms thereof, will be duly authorized, validly issued, fully paid and non-assessable. The Warrant Shares have been duly reserved for issuance and, when issued upon the due exercise of the Warrants and payment of the applicable exercise price in accordance with the terms thereof, will be duly authorized, validly issued, fully paid and non-assessable. The holders of the Securities will not be subject to personal liability solely by reason of being holders of the Securities.

(g) No Conflicts. None of the execution and delivery of, or performance by, the Company under this Agreement or any of the other Transaction Documents, or the consummation of the transactions contemplated hereby or thereby, including the issuance, sale and reservation for issuance of the Securities, 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 clauses (i) or (iii), as disclosed in the Securities Purchase Agreement or as would not, individually or in the aggregate, 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, any court, governmental agency, regulatory or self-regulatory authority 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 Transaction Documents, except for (i) the filing of a Form D with the SEC and such filings as may be required under applicable state securities or “Blue Sky” laws, (ii) such notifications or filings as may be required by the principal Trading Market on which the Common Stock is then listed or traded, including any Listing of Additional Shares notification, and (iii) such consents, authorizations, orders, filings or registrations as have been obtained or made on or prior to the Closing. All consents, authorizations, orders, filings and registrations required to be obtained or effected by the Company 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 that would reasonably be expected to prevent the Company from obtaining or effecting any consent, authorization, order, filing or registration contemplated by this Agreement or any of the other Transaction 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 Transaction Documents.

(j) Brokers. Except for the Placement Agent or as disclosed in the Securities Purchase Agreement, 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.

(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 by the Investors with their respective agreements set forth therein, it is not necessary, except as contemplated by the Transaction Documents, in connection with the offer, issuance and sale of the Securities pursuant to the Transaction Documents, to register the offer, issuance or sale of the Securities under the Securities Act or any applicable 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 Transaction Documents or the issuance and sale by the Company of the Securities.

(m) Solicitation. The Company has not entered into, and will not enter into, any arrangement or agreement with respect to the distribution of the Securities, except for the Transaction Documents. Neither the Company nor, to the Knowledge of the Company, any Person acting on its behalf has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities.

(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 and warrants to the Placement Agent that, other than the Placement Agent, the Company has not engaged, retained or is not working with any broker-dealer, finder or other financial intermediary in connection with the Offering and the Company agrees that it will not engage, retain, work with or pay any fees, commissions or other compensation to any broker-dealer, finder or other financial intermediary in connection with the Offering. The Company further represents and warrants to the Placement Agent that the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not violate any agreement between the Company and any broker-dealer, finder or other financial intermediary.

(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 Materials 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.

(s) Disclosure. For the benefit of the Placement Agent, the Company hereby incorporates by reference all representations and warranties made by the Company in Section 3.1 of the Securities Purchase Agreement and elsewhere in the Transaction Documents (together with the applicable disclosure schedules), each of which shall be deemed made to the Placement Agent as though fully set forth herein as of the applicable Closing Date.

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 Transaction Document to which the Placement Agent is a party 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, where such conflict or violation would not impair in any material respect the Placement Agent’s ability to perform its obligations under this Agreement.

(c) Compliance with FINRA; Regulation D. The Placement Agent is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and is registered as a broker-dealer under the Exchange Act, and duly registered or otherwise qualified to conduct its broker-dealer activities in each jurisdiction in which such registration or qualification is required. The Placement Agent is in compliance in all material respects with all applicable rules and regulations of the Commission and FINRA applicable to its activities in connection with the Offering. 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.

(e) No General Solicitation. The Placement Agent will not engage in any form of general solicitation or general advertising that is prohibited by Regulation D in connection with the Offering.

Section 4. Reserved.

Section 5. Offering and Closing Procedures

(a) The Company shall prepare or make available to the Placement Agent the Disclosure Materials and the Transaction 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 Disclosure Materials and the Transaction 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 Materials and the Transaction Documents or to use any offering materials other than those contained in the Disclosure Materials in connection with the issuance and sale of the Securities, unless the Company has first provided such information, representations or offering materials to the Placement Agent

(b) The Company shall furnish or otherwise make available to the Placement Agent and its representatives such financial, business and other information regarding the Company (collectively, the “Information”) as the Placement Agent may reasonably request in connection with its engagement hereunder. The Company shall provide the Placement Agent and its representatives with reasonable access to the Company’s officers, directors, employees, independent accountants, legal counsel and other advisors and consultants as the Placement Agent may reasonably request. The Company acknowledges and agrees that the Placement Agent (i) will use and rely primarily upon the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement, without undertaking any independent verification thereof, (ii) does not assume any responsibility for the accuracy or completeness of the Information or any such other information, and (iii) will not independently appraise or evaluate the assets, liabilities or business of the Company or any of its competitors.

(c) Each of the Company and the Investors will be required to complete and execute a signature page for each of the Transaction Documents to which it is a party. The delivery of an executed signature page by email, PDF, or other electronic transmission (including electronic signature platforms such as DocuSign) shall be legal, valid, and binding for all purposes, and shall have the same force and effect as the delivery of an original manually executed signature page.

(d) If all of the conditions to the applicable Closing set forth in the Securities Purchase Agreement have been satisfied or waived by the applicable parties, such Closing shall be held promptly thereafter with respect to the Securities to be sold at such Closing. At each Closing, the Investors shall deliver the applicable purchase price for the Securities being purchased at such Closing, and the Company shall deliver the applicable Securities being sold at such Closing, in each case in accordance with the terms and conditions of the Securities Purchase Agreement.

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 applicable Closing, take any action that would cause any of the representations and warranties made by it in this Agreement or any of the Transaction Documents not to be true and correct in all material respects on and as of the date of the applicable Closing (the “Closing Date”) with the same force and effect as if such representations and warranties had been made on and as of the applicable 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 may be reasonably requested by the Placement Agent or required by applicable securities laws and regulations 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 first sale of Securities in the Offering, 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.

(c) Amendments and Supplements to the Disclosure Materials. 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 Materials in order to make the statements therein, in the light of the circumstances when the Disclosure Materials are delivered to an Investor, not misleading, or if it is otherwise necessary to amend or supplement any portion of the Disclosure Materials 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 Materials so that the statements therein as so amended or supplemented will not, in the light of the circumstances when the Disclosure Materials is delivered to an Investor, be misleading or so that the Disclosure Materials, 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 Materials 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 Materials 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 Materials, 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 Transaction Documents.

(f) Legends. The Company shall place a legend, upon issuance, conversion or exercise, as applicable, or otherwise cause appropriate notation to be made in the Company’s records or with its transfer agent, on certificates representing the Securities or other instruments or records evidencing ownership thereof, 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. 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 Transaction Documents or the transactions contemplated thereby, not less than 24 hours prior to the issuance, filing or public disclosure thereof; provided, however, that nothing herein shall require the Company to delay or refrain from making any disclosure required by applicable law or the rules or regulations of any applicable securities exchange; and provided, further, that this Section 6(h) shall not apply to any press release, communication or filing that does not relate to the Offering or the transactions contemplated by the Transaction Documents.

(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 (such consent not to be unreasonably withheld, conditioned or delayed), at any time prior to the earlier of the Closing or the Termination Date, except as contemplated by the Disclosure Materials or the Transaction Documents, (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Disclosure Materials, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities (other than pursuant to the exercise or conversion of securities outstanding as of the date hereof, pursuant to the Leonite Settlement Agreement (as defined below) or as contemplated by the Transaction Documents), (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 in any material respect.

(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 Transaction 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 Transaction Documents, the Company will execute and deliver any other customary agreements, documents, certificates and instruments as the Placement Agent or the Investors may reasonably request in connection with the consummation of 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 representations 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 any applicable Closing and any other agreements, documents, legal opinions (in form and substance reasonably satisfactory to the Placement Agent), 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 of this Agreement and the Transaction Documents incorporated therein by reference as of the date hereof and as of the applicable Closing Date as though then made, to the timely performance by the Company of its covenants and other obligations hereunder and under the Transaction Documents 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 Transaction 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 Transaction Documents shall be reasonably satisfactory 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 it 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 Materials. The Disclosure Materials did not, do 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.

(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 or that, in the Placement Agent’s sole reasonable judgment, makes it impracticable or inadvisable to proceed with the Offering.

(e) Transaction Documents. Each of the Transaction 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. The Placement Agent shall have received such legal opinions, officers’ certificates and other closing deliverables as are customary for transactions of this type or as reasonably requested by the Placement Agent.

(f) Placement Agent Compensation. The Cash Fee calculated in the manner provided in Section 1(b) of this Agreement and the payment of fees and expenses to the Placement Agent pursuant to 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 at or prior to the applicable Tranche Closing. The Placement Agent Warrants will be in such authorized denominations and will be registered in such names as the Placement Agent shall request in an instruction letter (the “Agent Warrant Instruction Letter”) to be delivered to the Company prior to or promptly following the applicable Tranche Closing, and the Company shall deliver such Placement Agent Warrants to the Placement Agent within ten (10) Business Days following the delivery of the Agent Warrant Instruction Letter.

(g) Leonite Fund 1, LP Financing Termination. All financing arrangements between the Company and Leonite Fund I, LP (“Leonite”) shall have been terminated and fully satisfied pursuant to that certain Settlement Agreement and Mutual Release, dated as of July 31, 2026 (the “Leonite Settlement Agreement”), including the cancellation, termination and release of (i) that certain Senior Secured Convertible Promissory Note issued to Leonite, including all obligations thereunder, (ii) all warrants issued to Leonite, including that certain Common Stock Purchase Warrant dated June 30, 2026, (iii) all Commitment Shares (as defined in the Leonite Settlement Agreement), and (iv) all other rights, securities, commitments, obligations and arrangements granted or issued to Leonite in connection with such financing. In addition, all security interests, liens and other collateral rights granted in favor of Leonite pursuant to the Security Agreement, the Assignment of Assets, any UCC financing statements and other Security Documents (each as defined in the Leonite Settlement Agreement), or otherwise in connection with such financing, shall have been released, terminated and discharged, and Leonite shall have no continuing rights or claims with respect thereto, except as expressly set forth in the Leonite Settlement Agreement.

(h) Additional Documents. On or before the applicable 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 in connection with any applicable Tranche Closing, this Agreement may be terminated by the Placement Agent by written notice to the Company at any time prior to such applicable Tranche Closing, which termination shall be without liability on the part of the Placement Agent to the Company or any other party, except that Section 1(b), Section 2, Section 8 and Section 9 shall at all times remain effective and survive such termination. For the avoidance of doubt, the conditions set forth in this Section 7 shall be applicable to each Tranche Closing, including the First Tranche Closing and any subsequent Tranche Closing, as applicable.

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 Transaction 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 Securities Act or Section 20 of the Exchange Act, and each of its and its directors, officers, partners, members, shareholders, 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 Transaction 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 one 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 Transaction 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 Transaction Documents, (iii) the execution, delivery, performance or enforcement of this Agreement or any of the other Transaction 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 Disclosure Materials, Transaction Documents or SEC Documents, or any amendment or supplement 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 Transaction 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 Transaction Documents; provided, however, that the Company shall not be liable under this Section 8(a) to the extent that a court of competent jurisdiction shall have determined by a final, non-appealable judgment that such Claim resulted directly 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 one 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. 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). The obligations of the Company under this Section 8 shall survive the termination or expiration of this Agreement, the completion of the Offering and any Closing, and shall remain in full force and effect regardless of any investigation made by or on behalf of any Placement Agent Indemnified Party.

(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 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.

(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. For the avoidance of doubt, the foregoing limitation on contribution shall apply solely to the Placement Agent and shall not limit any indemnification obligation of the Company under this Section 8.

(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 following written demand or invoice to the Company.

(f) Acknowledgements of Parties. The parties to this Agreement hereby acknowledge that they are sophisticated businesspersons 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 Materials; provided, however, that nothing herein shall be construed as imposing upon the Placement Agent any obligation to independently verify or investigate the accuracy or completeness of any information provided by the Company or contained in the Disclosure Materials or Transaction Documents.

Section 9. Representations and Indemnities to Survive Delivery.

The respective indemnities, agreements, representations, warranties, covenants and other statements of the Company or any of its Subsidiaries set forth in or made pursuant to this Agreement or any of the other Transaction Documents 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 and any permitted assign thereof shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in Section 8. The obligations of the Company under Sections 8 and 9 shall survive the consummation of the Offering and any Closing for a period equal to the expiration of the longest applicable statute of limitations governing any potential claim arising hereunder or under the federal securities laws.

Section 10. Notices.

All communications hereunder shall be in writing and shall be delivered by (i) personal delivery, (ii) nationally recognized overnight courier, or (iii) electronic mail transmission, and shall be deemed given (A) when delivered personally, (B) one (1) Business Day after deposit with a nationally recognized overnight courier, or (C) when sent by electronic mail, provided that no delivery failure notification is received by the sender, in each case to the applicable address set forth below (or to such other address or email address as such party may designate by written notice to the other parties):

If to Placement Agent:

Ceros Financial Services, Inc.

1445 Research Boulevard

Rockville, MD 20850

Attn: Mark Goldwasser, CEO

Email: ***

With a copy to (which copy shall not constitute notice):

Littman Krooks LLP

1325 Avenue of the Americas, 15^th Floor

New York, NY 10019

Attn: Steven Uslaner, Esq.

Email: ***

’’

If to the Company:

OS Therapies Incorporated

115 Pullman Crossing Road, Suite 103

Grasonville, MD 21638

Attn: Paul A. Romness MPH, President & CEO

Email: ***

With a copy to (which copy shall not constitute notice):

Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
Attn: Spencer G. Feldman

Email: ***

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 their respective successors and permitted assigns, and the Placement Agent Indemnified Parties shall be third-party beneficiaries of the provisions of Section 8 and Section 9 applicable to them, including any successors or assigns of any Placement Agent Indemnified Party.

Section 12. Partial Unenforceability.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. If any 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.

(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 IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING 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. Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that the Placement Agent may assign its rights to receive fees, expense reimbursements, Warrants or other compensation hereunder to its Affiliates or designees.

[Signature Page Follows]

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return this Agreement, whereupon it will become a binding agreement between the Company and the Placement Agent in accordance with its terms.

Very truly yours,

Accepted and agreed to this

6th day of August, 2026.