Common use of Agreement to Act as Placement Agent Clause in Contracts

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares pursuant to the Company’s registration statement on Form S-3, as amended (File No. 333-267211) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Purchasers. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants shall be made at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent Placement Agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-1 (File No. 333-267211186577) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent Agent, as agent for the Company, will act on a reasonable best efforts basis to assist the Company in obtaining Investors to purchase the Securities and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the a single closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e.As compensation for services rendered, on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent Placement Agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended S-1 (File No. 333-267211221741) (as amended from time to time and including the exhibits thereto at any given time, the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this AgreementAgreement between the Company and you, the Placement Agent Xxxx Capital Partners, LLC shall be the Company’s exclusive placement agent (in such capacity, the “Placement Agent”), on a reasonable efforts basis, in connection with the offering issuance and sale by the Company of (a) the Shares pursuant Securities to the Company’s registration statement on Form S-3, Investors in a proposed takedown under the Registration Statement (as amended (File No. 333-267211) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”defined below), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such each offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors (such takedown shall be referred to herein as the “Offering”). The Placement Agent will act on a reasonable best efforts basis As compensation for services rendered, and the Company agrees and acknowledges provided that there is no guarantee any of the successful placement of the Securities, or any portion thereof, Securities are sold to Investors in the prospective Offering. Under no circumstances will , on the Placement Agent or any of its Affiliates Closing Date (as defined below) be obligated of the Offering, the Company shall pay to underwrite or purchase any the Placement Agent an amount equal to 6.5% of the gross proceeds received by the Company from the sale of the Securities for its own account or otherwise provide any financing(the “Placement Fee”). The Placement Agent sale of the Securities shall act solely be made pursuant to securities purchase agreements in the form included as Exhibit A hereto (the Company’s agent and not as principal“Subscription Agreements”) on the terms described on Exhibit B hereto. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, offer in whole or in part. Subject to Notwithstanding the terms foregoing, it is understood and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants shall be made at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by agreed that the Placement Agent andor any of their respective affiliates may, upon receipt of solely at their discretion and without any obligation to do so, purchase Securities as principal; provided, however, that any such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made purchases by the Placement Agent (or their clearing firmrespective affiliates) by wire transfer shall be fully disclosed to the Company, Company and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered approved by physical certificates. As compensation for services rendered, the Company shall pay to in accordance with the Placement Agent the fees and expenses set forth below:previous sentence.

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-1 (File No. 333-267211333-[___]) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares Securities directly to the account designated by the Placement Agent and, upon receipt of such SharesSecurities, the Placement Agent shall cause the Shares to be electronically delivered deliver such Securities to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares pursuant to the Company’s registration statement on Form S-3, as amended S-1 (File No. 333-267211279684) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best best-efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the SecuritiesShares, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities Shares and the Company shall have the sole right to accept offers to purchase the Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Each Closing of the issuance of the Shares shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the applicable Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-1 (File No. 333-267211333-[___]) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares Securities directly to the account designated by the Placement Agent and, upon receipt of such SharesSecurities, the Placement Agent shall cause the Shares to be electronically delivered deliver such Securities to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended S-1 (File No. 333-267211333- 267401) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-1 (File No. 333-267211268213) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities Shares and the Company shall have the sole right to accept offers to purchase the Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended F-1 (File No. 333-267211) 272722), as amended, (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares Securities directly to the account designated by the Placement Agent and, upon receipt of such SharesSecurities, the Placement Agent shall cause the Shares to be electronically delivered deliver such Securities to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended F-1 (File No. 333-267211) 267545), as amended, (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares Securities directly to the account designated by the Placement Agent and, upon receipt of such SharesSecurities, the Placement Agent shall cause the Shares to be electronically delivered deliver such Securities to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-1 (File No. 333-267211272879) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall market the Securities only to “accredited investors” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act of 1933, as amended (the “Securities Act”). The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-3 (File No. 333-267211220942) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities Shares and the Company shall have the sole right to accept offers to purchase the Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent a cash fee equal to 5.5% of the fees and expenses set forth below:gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares pursuant to the Company’s registration statement on Form S-3, as amended S-3 (File No. 333-267211224881) (the “Registration Statement”) (such offering, the “Registered Offering”) and (b) a concurrent private placement of the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933(such private placement, as amended (the “Securities Act”)Private Placement” and, contained in Section 4(a)(2) thereof and/or regulation D thereunder, together with the terms of such offering (Registered Offering, the “Offering”) with the terms of the Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares pursuant to the Company’s registration statement on Form S-3, as amended F-1 (File No. 333-267211275987) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best best-efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the SecuritiesShares, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities Shares and the Company shall have the sole right to accept offers to purchase the Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares pursuant to the Company’s 's registration statement on Form S-3, as amended S-3 (File No. 333-267211221285) (the “"Registration Statement”") (such offering, the "Registered Offering") and (b) a concurrent private placement of the Warrants and Warrants Shares pursuant to an exemption from (such private placement, the registration requirements of Section 5 of "Private Placement" and, together with the Securities Act of 1933Registered Offering, as amended (the “Securities Act”), contained in Section 4(a)(2"Offering") thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates "Affiliates" (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s 's agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the “each a "Closing” " and the date on which the each Closing occurs, the “a "Closing Date”"). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended S-1 (File No. 333-267211274871) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall market the Securities only to “accredited investors” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act of 1933, as amended (the “Securities Act”). The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent Placement Agent in connection with the offering and sale by the Company of (a) the Shares from time to time pursuant to the Company’s 's registration statement on Form S-3, as amended S-3 (File No. 333-267211204024) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933such offering, as amended (the “Securities ActPublic Offering”), contained in Section 4(a)(2) thereof and/or regulation D thereundertogether with a concurrent private placement of the Warrants to Qualified Institutional Buyers and a limited number of institutional accredited investors, with the terms of such offering (such private placement, the “Private Placement” and, together with the Public Offering, the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent Company and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth in the Investment Banking Agreement, dated July 13, 2015, between the Company and Ladenburg (the “Engagement Letter”). Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, 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 the Engagement Letter and which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D), will survive any expiration or termination of this Agreement. 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) “

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended F-1 (File No. 333-267211267896) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best best-efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3S-1, as amended (File No. 333-267211274331) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Purchasers. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares Series B Preferred Stock and the Preferred Warrants shall be made at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares Series B Preferred Stock and the Preferred Warrants directly to the account designated by the Placement Agent and, upon receipt of such Sharessecurities, the Placement Agent shall cause the Shares Series B Preferred Stock and the Preferred Warrants to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares Series B Preferred Stock and the Preferred Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Common Shares pursuant to the Company’s registration statement on Form S-3, as amended F-l (File No. 333-267211272512) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act (as defined below)) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the SecuritiesCommon Shares, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Common Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities Common Shares and the Company shall have the sole right to accept offers to purchase the Common Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Common Shares and Warrants shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Common Shares directly to the account designated by the Placement Agent and, upon receipt of such Common Shares, the Placement Agent shall cause the electronically deliver such Common Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended S-1 (File No. 333-267211276631) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Purchasers. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares Pre-Funded Warrants and the Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares pursuant to the Company’s registration statement on Form S-3, as amended S-3 (File No. 333-267211274951) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the SecuritiesShares, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities Shares and the Company shall have the sole right to accept offers to purchase the Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing of the issuance of the Shares shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares and Prefunded Warrants pursuant to the Company’s 's registration statement on Form S-3, as amended F-3 (File No. 333-267211) 259318), as amended, (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 ), with a concurrent private placement of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunderWarrants, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent Placement Agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-1 (File No. 333-267211207005) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent Agent, as agent for the Company, will act on a reasonable best efforts basis to assist the Company in obtaining Investors to purchase the Securities and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the a single closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e.As compensation for services rendered, on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares pursuant to the Company’s 's registration statement on Form S-3, as amended S-3 (File No. 333-267211224881) (the “Registration Statement”) (such offering, the “Registered Offering”) and (b) a concurrent private placement of the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933(such private placement, as amended (the “Securities Act”)Private Placement” and, contained in Section 4(a)(2) thereof and/or regulation D thereunder, together with the terms of such offering (Registered Offering, the “Offering”) with the terms of the Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-1 (File No. 333-267211269363) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended S-1 (File No. 333-267211268085) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Purchasers. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares Pre-Funded Warrants and the Warrants shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended S-1 (File No. 333-267211269717) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such the offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a commercially, reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates their “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its their own account or otherwise provide any financingfinancing to the Company. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the one closing (the “Closing” and the date on which the Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the . The Company shall issue the Shares Securities directly to the account one or more accounts designated by the Placement Agent and, upon receipt of such Sharesthe Securities, the Placement Agent Agent, to the extent it has received any Securities on behalf of Investors, shall cause electronically deliver the Shares to be electronically delivered Securities to the applicable Purchaser and payment Investors. Payment for the Securities shall be made by instruction countersigned by the Placement Agent (or their clearing firm) and Company, from an escrow account holding the Investors’ subscription amounts in the name of the Company held by Delaware Trust Company, as escrow agent, by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on the Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended F-1 (File No. 333-267211333-[*]) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best best-efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. The Placement Agent may employ other FINRA member firms as selected dealers at its discretion. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent a cash fee equal to seven percent (7%)1 of the fees aggregate gross proceeds received by the Company from the sale of the Securities (the “Cash Fee”). As used in this agreement, “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 expenses set forth below:construed under Rule 405 under the Securities Act.

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent lead Placement Agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended S-1 (File No. 333-267211227524) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the “Securities Act”), then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule 462(b). The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities Shares and the Company shall have the sole right to accept offers to purchase the Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent lead Placement Agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended S-1 (File No. 333-267211222008) (as amended or supplemented from time to time and including the exhibits thereto at any given time, the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on Subject only with to Section 2 and Schedule I of the Closing Date, Engagement Letter entered into by the Company shall issue the Shares directly to the account designated by and the Placement Agent andon or about November 14, upon receipt of such Shares2017 and attached hereto as Exhibit I, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As maximum compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-1 (File No. 333-267211333- 267000) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended F-1 (File No. 333-267211333- 256574) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best best-efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. The Placement Agent may employ other Financial Industry Regulatory Authority (“FINRA”) member firms as selected dealers at their discretion. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent a cash fee equal to 5.5% of the fees and expenses set forth below:gross proceeds received by the Company from the sale of the Securities (the “Cash Fee”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-1 (File No. 333-267211333-_______) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-3 (File No. 333-267211252193) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities Shares and the Company shall have the sole right to accept offers to purchase the Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-3 (File No. 333-267211258145) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares Securities directly to the account designated by the Placement Agent andand released by the Transfer Agent, upon receipt of such SharesSecurities, the Placement Agent shall cause the Shares to be electronically delivered deliver such Securities to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-1 (File No. 333-267211271729) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent Placement Agent in connection with the offering and sale by the Company of (a) the Shares pursuant to Securities from in a proposed takedown, or series of takedowns, under the Company’s registration statement on Form S-3, as amended S-3 (File No. 333No.333-267211172686) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering offerings (the each, an “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent Company and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities Shares and the Company shall have the sole right to accept offers to purchase the Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereofhereof and of the Subscription Agreements to be entered into between the Company and the Investors in the Offering, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Registered Shares pursuant to the Company’s 's registration statement on Form S-3, as amended F-3 (File No. 333-267211267932) (the “Registration Statement”) (such offering, the “Registered Offering”) and (b) a concurrent private placement of the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933(such private placement, as amended (the “Securities Act”)Private Placement” and, contained in Section 4(a)(2) thereof and/or regulation D thereunder, together with the terms of such offering (Registered Offering, the “Offering”) with the terms of the Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended F-1 (File No. 333-267211264859) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on After the Closing Dateinitial Closing, the Company shall issue may, in its sole and absolute discretion, conduct subsequent Closings until the Shares directly first to occur of: (i) the account designated full subscription for and acceptance by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery Company of the Shares shall be delivered via The Depository Trust Company Deposit Maximum Amount, or Withdrawal at Custodian system for (ii) the account termination of the applicable Purchaser as set forth in the Purchase Offering and this Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, the Company shall pay to the Placement Agent the fees and expenses set forth below:.

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-1 (File No. 333-267211333- 268854) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this AgreementAgreement between the Company and you, the Placement Agent Xxxx shall be the Company’s exclusive placement agent (in such capacity, the “Placement Agent”), on a best efforts basis, in connection with the offering issuance and sale by the Company of (a) the Shares pursuant Securities to the Company’s registration statement on Form S-3, Investors in a proposed takedown under the Registration Statement (as amended (File No. 333-267211) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”defined below), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such each offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors (such takedown shall be referred to herein as the “Offering”). The Placement Agent will act on a reasonable best efforts basis As compensation for services rendered, and the Company agrees and acknowledges provided that there is no guarantee any of the successful placement of the Securities, or any portion thereof, Securities are sold to Investors in the prospective Offering. Under no circumstances will , on the Placement Agent or any of its Affiliates Closing Date (as defined below) be obligated of the Offering, the Company shall pay to underwrite or purchase any the Placement Agent an amount equal to 7.0% of the gross proceeds received by the Company from the sale of the Securities for its own account or otherwise provide any financingto all Investors (the “Placement Fee”) plus reimbursable costs and expenses of the Placement Agent pursuant to Section 4. The Placement Fee shall be payable to the Placement Agent shall act solely at Closing, based upon the sale of the Shares, as provided in the Company’s agent and not as principalSubscription Agreements (defined below). The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase sale of the Securities and shall be made pursuant to securities purchase agreements in the form included as Exhibit A hereto (the “Subscription Agreements”) on the terms described on Exhibit B hereto. The Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, offer in whole or in part. Subject to Notwithstanding the terms foregoing, it is understood and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants shall be made at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by agreed that the Placement Agent andor any of their respective affiliates may, upon receipt of solely at their discretion and without any obligation to do so, purchase Securities as principal; provided, however, that any such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made purchases by the Placement Agent (or their clearing firmrespective affiliates) by wire transfer shall be fully disclosed to the Company, Company and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered approved by physical certificates. As compensation for services rendered, the Company shall pay to in accordance with the Placement Agent the fees and expenses set forth below:previous sentence.

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-3 (File No. 333-267211) (the 277585)(the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-1 (File No. 333-267211275856) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended S-1 (File No. 333-267211275137) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares Securities directly to the account designated by the Placement Agent and, upon receipt of such SharesSecurities, the Placement Agent shall cause the Shares to be electronically delivered deliver such Securities to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares pursuant to the Company’s 's registration statement on Form S-3, as amended S-3 (File No. 333-267211219434) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities Shares and Warrants and the Company shall have the sole right to accept offers to purchase the Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Placement Agency Agreement (this “Agreement”) between the Company and the Placement Agent, the Placement Agent shall be the exclusive act as placement agent on a commercially reasonable efforts basis, in connection with the offering issuance and sale by the Company of (a) the Shares pursuant Securities to the Company’s registration statement on Form S-3, Investors in a proposed takedown under the Registration Statement (as amended (File No. 333-267211) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained defined in Section 4(a)(22(a)(1) thereof and/or regulation D thereunderhereof), with the terms of such the offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors (such takedown shall be referred to herein as the “Offering”). The Placement Agent will act on a reasonable best efforts basis As compensation for services rendered, and the Company agrees and acknowledges provided that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financingare sold to Investors in the Offering, on the Closing Date (as defined in subsection (d) of this Section 1) of the Offering, the Company shall pay to the Placement Agent an amount equal to 7% of the gross proceeds received by the Company from the sale of the Securities (the “Placement Fee”). The Placement Agent sale of the Securities shall act solely be made pursuant to securities purchase agreements in the form included as Exhibit A hereto (each, a “Subscription Agreement” and collectively, the Company’s agent and not as principal“Subscription Agreements”) on the terms described on Exhibit B hereto. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, offer in whole or in part. Subject to Notwithstanding the terms foregoing, it is understood and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants shall be made at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by agreed that the Placement Agent andor any of its affiliates may, upon receipt of solely at their discretion and without any obligation to do so, purchase Securities as principal; provided, however, that any such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made purchases by the Placement Agent (or their clearing firmits affiliates) by wire transfer shall be fully disclosed to the Company, Company and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered approved by physical certificates. As compensation for services rendered, the Company shall pay to in accordance with the Placement Agent the fees and expenses set forth below:previous sentence.

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended F-1 (File No. 333-267211275654) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best best-efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. The Placement Agent may employ other FINRA member firms as selected dealers at its discretion. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the one closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e.As compensation for services rendered, on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, the Company shall pay to the Placement Agent a cash fee equal to seven percent (7%) of the fees aggregate gross proceeds received by the Company from the sale of the Securities (the “Cash Fee”). As used in this agreement, “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 expenses set forth below:construed under Rule 405 under the Securities Act.

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended F-1 (File No. 333-267211[●]) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best best-efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. The Placement Agent may employ other FINRA member firms as selected dealers at its discretion. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent a cash fee equal to 6% of the fees and expenses set forth below:gross proceeds received by the Company from the sale of the Securities (the “Cash Fee”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended S-1 (File No. 333-267211276535) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall market the Securities only to “accredited investors” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act of 1933, as amended (the “Securities Act”). The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended (File No. 333-267211) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunderPurchase Agreement, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall market the Securities only to “accredited investors” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act of 1933, as amended (the “Securities Act”). The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended F-3 (File No. 333-267211268663) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares Securities directly to the account designated by the Placement Agent and, upon receipt of such SharesSecurities, the Placement Agent shall cause the Shares to be electronically delivered deliver such Securities to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended F-1 (File No. 333-267211248743) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best best-efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing of the issuance of the Shares shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery . Within three trading days of the Shares Closing, the Company shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth deliver a Warrant registered in the Purchase Agreement. The name of each Investor to purchase up to a number of Ordinary Shares equal to 100.0% of such Investor’s Shares and/or Pre-Funded Warrants shall be delivered by physical certificatespurchased pursuant to the Offering. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Placement Agency Agreement (this “Agreement”) between the Company and the Placement Agent, the Placement Agent shall be the exclusive act as placement agent on a commercially reasonable efforts basis, in connection with the offering issuance and sale by the Company of (a) the Shares pursuant Securities to the Company’s registration statement on Form S-3, Investors in a proposed takedown under the Registration Statement (as amended (File No. 333-267211) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”defined below), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such the offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors (such takedown shall be referred to herein as the “Offering”). The Placement Agent will act on a reasonable best efforts basis As compensation for services rendered, and the Company agrees and acknowledges provided that there is no guarantee any of the successful placement of the Securities, or any portion thereof, Securities are sold to Investors in the prospective Offering. Under no circumstances will , on the Placement Agent or any of its Affiliates Closing Date (as defined below) be obligated of the Offering, the Company shall pay to underwrite or purchase any the Placement Agent an amount equal to 3.0% of the gross proceeds received by the Company from the sale of the Securities for its own account or otherwise provide any financing(the “Placement Fee”). The sale of the Securities shall be made pursuant to subscription agreements in the form included as Exhibit A hereto (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) on the terms described on Schedule A-1 hereto. The Placement Agent shall act solely as communicate to the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective , orally or in writing, each reasonable offer to purchase Securities received by it as agent of the Securities and the Company. The Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, offer in whole or in part. Subject to Notwithstanding the terms foregoing, it is understood and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants shall be made at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by agreed that the Placement Agent andor any of its affiliates may, upon receipt of solely at their discretion and without any obligation to do so, purchase Securities as principal; provided, that any such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made purchases by the Placement Agent (or their clearing firmits affiliates) by wire transfer shall be fully disclosed to the Company, Company and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered approved by physical certificates. As compensation for services rendered, the Company shall pay to in accordance with the Placement Agent the fees and expenses set forth below:previous two sentences.

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended F-1 (File No. 333-267211333-[●]) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best best-efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent a cash fee equal to 6% of the fees and expenses set forth below:gross proceeds received by the Company from the sale of the Securities (the “Cash Fee”).

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent Placement Agent in connection with the offering and sale by the Company of (a) the Shares from time to time pursuant to the Company’s 's registration statement on Form S-3, as amended S-3 (File No. 333-267211205545) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933such offering, as amended (the “Securities ActPublic Offering”), contained in Section 4(a)(2) thereof and/or regulation D thereundertogether with a concurrent private placement of the Warrants to Qualified Institutional Buyers and a limited number of institutional accredited investors, with the terms of such offering (such private placement, the “Private Placement” and, together with the Public Offering, the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent Company and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:in the Investment Banking Agreement, dated July 1, 2015, between the Company and Ladenburg (the “Engagement Letter”). Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares and the Pre-Funded Warrants pursuant to the Company’s registration statement on Form S-3, as amended S-3 (File No. 333-267211272267) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 ), with a concurrent private placement of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunderCommon Warrants, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing of the Offering (the “Closing” and the date on which the Closing occurs, the “Closing Date”). The Closing of the issuance of the Shares shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on the Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent Placement Agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended (File No. 333-267211) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation Regulation D thereunderunder the Securities Act, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best best-efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, for each Closing, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended S-1 (File No. 333-267211333- ) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best best-efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares Securities directly to the account designated by the Placement Agent and, upon receipt of such SharesSecurities, the Placement Agent shall cause the Shares to be electronically delivered deliver such Securities to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended S-1 (File No. 333-267211231015) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Company covenants to deliver the Securities on the Closing Date pursuant to the terms herein. The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares and Warrants directly to the account designated by the Placement Agent and, upon receipt of such SharesShares and Warrants, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered and Warrants to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the CompanyCompany by 5:30 p.m. (New York City time) on the Closing Date. The Company shall deliver the Pre-Funded Warrants, and delivery registered in the names of the Shares shall be delivered via The Depository Trust Company Deposit Investors as directed by the Placement Agent, in certificated form to the Placement Agent, or Withdrawal at Custodian system for as directed by the account of Placement Agent, on the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificatesClosing Date. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Co-Placement Agent Agents shall be the exclusive placement agent agents in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended S-3 (File No. 333-267211224476) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Co-Placement Agent Agents and the prospective PurchasersInvestors. The Co-Placement Agent Agents will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Co-Placement Agent Agents or any of its Affiliates their respective “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Co-Placement Agent Agents shall act solely as the Company’s agent agents and not as principal. The Co-Placement Agent Agents shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent Xxxx and, upon receipt of such Shares, the Placement Agent Xxxx shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent Xxxx (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Co-Placement Agent Agents the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent Placement Agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended (File No. 333-267211) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation Regulation D thereunderunder the Securities Act, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best best-efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent Placement Agent in connection with the offering and sale by the Company of (a) the Shares Securities from time to time pursuant to the Company’s registration statement on Form S-3, as amended S-3 (File No. 333No.333-267211172190) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent Company and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities Shares and the Company shall have the sole right to accept offers to purchase the Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended S-1 (File No. 333-267211333-[ ]) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares Securities directly to the account designated by the Placement Agent and, upon receipt of such SharesSecurities, the Placement Agent shall cause the Shares to be electronically delivered deliver such Securities to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses consideration set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-3 (File No. 333-267211259082) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s 's agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares Securities directly to the account designated by the Placement Agent and, upon receipt of such SharesSecurities, the Placement Agent shall cause the Shares to be electronically delivered deliver such Securities to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent Placement Agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-3 (File No. 333-267211198498) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financingfinancing and the Company is under no obligation to sell any Securities. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities Shares and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing closing, which is expected to be July 21, 2015 (the “Closing” and the date on which the Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e.As compensation for services rendered, on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-3 (File No. 333-267211231537) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities Shares and the Company shall have the sole right to accept offers to purchase the Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of the Securities (athe “Offering”) the Shares pursuant to the Company’s registration statement on Form S-3, as amended S-1 (File No. 333-267211333-[ ]) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares Securities directly to the account designated by the Placement Agent and, upon receipt of such SharesSecurities, the Placement Agent shall cause the Shares to be electronically delivered deliver such Securities to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended S-1 (File No. 333-267211267797) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the and/or subscribe for (as applicable) Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants and/or subscribe for (as applicable). Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase and/or subscription price (as applicable) for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares Securities directly to the account designated by the Placement Agent and, upon receipt of such SharesSecurities, the Placement Agent shall cause the Shares to be electronically delivered deliver such Securities to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this AgreementAgreement between the Company and Xxxx Capital Partners, the Placement Agent LLC (“Xxxx Capital”), Xxxx Capital shall be the Company’s exclusive placement agent (in such capacity, the “Placement Agent”), on a best efforts basis, in connection with the offering issuance and sale by the Company of (a) the Shares pursuant to Securities in the Company’s proposed takedown from a shelf registration statement on Form S-3, as amended S-3 (File Registration Statement No. 333-267211150340) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) takedown to be subject to market conditions and negotiations between the Company, the Placement Agent Xxxx Capital and the prospective PurchasersInvestors (such takedown shall be referred to herein as the “Offering”). The Placement Agent will act on a reasonable best efforts basis As compensation for services rendered, and the Company agrees and acknowledges provided that there is no guarantee any of the successful placement of the Securities, or any portion thereof, Securities are sold to Investors in the prospective Offering. Under no circumstances will , on the Placement Agent or any of its Affiliates Closing Date (as defined below) be obligated of the Offering, the Company shall pay to underwrite or the Placement Agent an amount equal to (a) 6.0% and 2.0% (non-accountable) (for a total of 8.0%) of the gross proceeds received by the Company from the sale of the Securities; and (b) the Placement Agent’s out-of-pocket Financial Industry Regulatory Authority (“FINRA”)-related legal expenses in excess of $20,000, up to a maximum of $20,000. This Agreement shall not give rise to any commitment by the Placement Agent to purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as Securities, and the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect Company. The Placement Agent shall act on a best efforts basis to any prospective offer solicit offers to purchase the Securities and to procure performance by the Company shall have Investors in the sole right to accept offers to purchase the Shares and Warrants and may reject any such offerSecurities; provided, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants shall be made at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by however that the Placement Agent anddoes not guarantee that it will be able to raise new capital in the prospective Offering. The Company acknowledges that any advice given by Xxxx Capital to the Company is solely for the benefit and use of the Board of Directors of the Company and may not be used, upon receipt of such Sharesreproduced, disseminated, quoted or referred to, without the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Agent’s prior written consent. The Placement Agent (or their clearing firm) by wire transfer to may, with the prior written consent of the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit retain other brokers or Withdrawal at Custodian system for the account of the applicable Purchaser dealers to act as set forth sub-agents on its behalf in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, the Company shall pay to the Placement Agent the fees and expenses set forth below:connection with any Offering.

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Placement Agency Agreement (this “Agreement”) between the Company and the Placement Agent, the Placement Agent shall be the exclusive act as placement agent on a commercially reasonable efforts basis, in connection with the offering issuance and sale by the Company of (a) the Shares pursuant Units to the Company’s registration statement on Form S-3, Investors in a proposed takedown under the Registration Statement (as amended (File No. 333-267211) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained defined in Section 4(a)(22(a)(1) thereof and/or regulation D thereunderhereof), with the terms of such the offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors (such takedown shall be referred to herein as the “Offering”). The Placement Agent will act As compensation for services rendered, and provided that any of the Units are sold to Investors in the Offering, on a reasonable best efforts basis and the Closing Date (as defined in subsection (c) of this Section 1) of the Offering, the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will shall pay to the Placement Agent or any of its Affiliates (as defined below) be obligated an amount equal to underwrite or purchase any 7.0% of the Securities for its own account or otherwise provide any financinggross proceeds received by the Company from the sale of the Units (the “Placement Fee”). The sale of the Units shall be made pursuant to subscription agreements in the form included as Exhibit A hereto (each, a “Subscription Agreement” and collectively, the “Subscription Agreements”) on the terms described on Exhibit C hereto. The Placement Agent shall act solely as communicate to the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective , orally or in writing, each reasonable offer to purchase Units received by it as agent of the Securities and the Company. The Company shall have the sole right to accept offers to purchase the Shares and Warrants Units and may reject any such offer, offer in whole or in part. Subject to Notwithstanding the terms foregoing, it is understood and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants shall be made at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by agreed that the Placement Agent andor any of its affiliates may, upon receipt of solely at their discretion and without any obligation to do so, purchase Units as principal; provided, that any such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made purchases by the Placement Agent (or their clearing firmits affiliates) by wire transfer shall be fully disclosed to the Company, Company and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered approved by physical certificates. As compensation for services rendered, the Company shall pay to in accordance with the Placement Agent the fees and expenses set forth below:previous two sentences.

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares and Pre-Funded Warrants pursuant to the Company’s 's registration statement on Form S-3, as amended S-3 (File No. 333-267211224881) (the “Registration Statement”) (such offering, the “Registered Offering”) and (b) a concurrent private placement of the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933(such private placement, as amended (the “Securities Act”)Private Placement” and, contained in Section 4(a)(2) thereof and/or regulation D thereunder, together with the terms of such offering (Registered Offering, the “Offering”) with the terms of the Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-1 (File No. 333-267211333-_____) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares Securities directly to the account designated by the Placement Agent and, upon receipt of such SharesSecurities, the Placement Agent shall cause the Shares to be electronically delivered deliver such Securities to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended S-1 (File No. 333-267211333- 278698) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Registered Securities pursuant to the Company’s registration statement on Form S-3, as amended S-3 (File No. 333-267211254806) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunderand a concurrent private placement of Warrants, with the terms of such offering (collectively the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the SecuritiesRegistered Securities and Warrants, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Registered Securities or Warrants for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities Shares and the Company shall have the sole right to accept offers to purchase the Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares Shares, Pre-funded Warrants and Warrants shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent Placement Agent in connection with the offering and sale by the Company of (a) the Shares pursuant to the Company’s registration statement on Form S-3, as amended S-3 (File No. 333-267211197991) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities Shares and Warrants and the Company shall have the sole right to accept offers to purchase the Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Registered Shares pursuant to the Company’s 's registration statement on Form S-3, as amended F-3 (File No. 333-267211267932) (the “Registration Statement”) (such offering, the “Registered Offering”) and (b) a concurrent private placement of the Unregistered Shares and the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933(such private placement, as amended (the “Securities Act”)Private Placement” and, contained in Section 4(a)(2) thereof and/or regulation D thereunder, together with the terms of such offering (Registered Offering, the “Offering”) with the terms of the Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Co-Placement Agent Agents shall be the exclusive placement agent agents in connection with the offering and sale by the Company of (a) the Shares pursuant to the Company’s registration statement on Form S-3, as amended S-3 (File No. 333-267211275324) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Co-Placement Agent Agents and the prospective PurchasersPurchasers (as defined below). The Co-Placement Agent Agents will act on a reasonable best best-efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the SecuritiesShares, or any portion thereof, in the prospective Offering. Under no circumstances will the Co-Placement Agent Agents or any of its Affiliates their respective “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Co-Placement Agent Agents shall act solely as the Company’s agent agents and not as principal. The Co-Placement Agent Agents shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities Shares and the Company shall have the sole right to accept offers to purchase the Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants shall be made at the closing of the Offering (the “Closing” and the date on which the Closing occurs, the “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Co-Placement Agent Agents and, upon receipt of such Shares, the applicable Co-Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the such Co-Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on the Closing Date, the Company shall pay to the Co-Placement Agent Agents the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of the (ai) the Shares and Pre-Funded Warrants pursuant to the Company’s registration statement on Form S-3, as amended S-3 (File No. 333-267211264667) (the “Registration Statement”) ), and (bii) the Common Warrants (and Warrants Shares underlying Common Warrant Shares) pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation Regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities Shares and the Company shall have the sole right to accept offers to purchase the Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares and Registered Pre-Funded Warrants pursuant to the Company’s registration statement on Form S-3, as amended S-3 (File No. 333-267211263705) (including the exhibits thereto filed at such time, and as may be amended from time to time, the “Registration Statement”) (such offering, the “Registered Offering”) and (b) a concurrent private placement of the PIPE Warrants and Unregistered Pre-funded Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933(such private placement, as amended (the “Securities Act”)Private Placement” and, contained in Section 4(a)(2) thereof and/or regulation D thereunder, together with the terms of such offering (Registered Offering, the “Offering”) with the terms of the Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the applicable date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services renderedrendered in connection with the completion of each Closing, on each such Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended F-1 (File No. 333-267211333-[*]) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best best-efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. The Placement Agent may employ other FINRA member firms as selected dealers at its discretion. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent a cash fee equal to seven percent (7%) of the fees aggregate gross proceeds received by the Company from the sale of the Securities (the “Cash Fee”). As used in this agreement, “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 expenses set forth below:construed under Rule 405 under the Securities Act.

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Registered Shares and Registered Pre-Funded Warrants pursuant to the Company’s registration statement on Form S-3, as amended S-3 (File No. 333-267211263705) (including the exhibits thereto filed at such time, and as may be amended from time to time, the “Registration Statement”) (such offering, the “Registered Offering”) and (b) a concurrent private placement of the Unregistered Shares, PIPE Warrants and Unregistered Pre-Funded Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933(such private placement, as amended (the “Securities Act”)Private Placement” and, contained in Section 4(a)(2) thereof and/or regulation D thereunder, together with the terms of such offering (Registered Offering, the “Offering”) with the terms of the Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the applicable date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services renderedrendered in connection with the completion of each Closing, on each such Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended S-1 (File No. 333-267211333- ) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended S-1 (File No. 333-267211333-[●]) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares Securities directly to the account designated by the Placement Agent and, upon receipt of such SharesSecurities, the Placement Agent shall cause the Shares to be electronically delivered deliver such Securities to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this agreement (the “Agreement”) between the Company and Jxxxxx Xxxxxx & Co., the Placement Agent LLC (“Jxxxxx Xxxxxx”), Jxxxxx Xxxxxx shall be the Company’s non-exclusive placement agent (in such capacity, the “Placement Agent”), on a reasonable efforts basis, in connection with the offering issuance and sale by the Company of (a) the Shares pursuant to the Company’s registration statement on Form S-3, as amended (File Securities in one or more proposed takedowns from shelf Registration Statement No. 333-267211208910, or other registration statement(s) filed or to be filed to accomplish the takedowns (collectively the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such each offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent Jxxxxx Xxxxxx and the prospective PurchasersInvestors (each takedown shall be referred to herein as an “Offering”). The Placement Agent will act on a reasonable best efforts basis As compensation for services rendered, and the Company agrees and acknowledges provided that there is no guarantee any of the successful placement of Securities are sold to Investors in any Offering, on the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates Closing Date (as defined below) be obligated of each Offering, the Company shall pay to underwrite or the Placement Agent an amount in cash equal to 8% of the gross proceeds received by the Company from the sale of the Securities (the “Placement Agent’s Fee”). The Company will pay the Placement Agent’s Fee by wire of immediately available funds to the instructions provided in Exhibit A hereto immediately upon receipt of the proceeds of the Offering at each Closing Date. This Agreement shall not give rise to any commitment by the Placement Agent to purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as Securities, and the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants shall be made at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”)Company. The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares act on a reasonable efforts basis and does not guarantee that it will be able to be electronically delivered raise new capital in any prospective Offering. The Company acknowledges that any advice given by Jxxxxx Xxxxxx to the applicable Purchaser Company is solely for benefit and payment shall use of the Board of Directors of the Company and may not be made by used, reproduced, disseminated, quoted or referred to, without the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase AgreementAgent’s prior written consent. The Warrants shall be delivered by physical certificates. As compensation for services rendered, the Company shall pay to the Placement Agent the fees and expenses set forth below:may retain other brokers or dealers to act as sub-agents on its behalf in connection with any Offering.

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Placement Agency Agreement (this ”Agreement”), between the Placement Agent Company and you, Xxxxxxx Xxxxx & Company, L.L.C. shall be the Company’s exclusive placement agent (in such capacity, the “Placement Agent”), on a reasonable best efforts basis, in connection with the offering issuance and sale by the Company of (a) the Shares pursuant Securities to the Company’s registration statement on Form S-3, Investors in a proposed takedown under the Registration Statement (as amended (File No. 333-267211) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained defined in Section 4(a)(22(a)(i) thereof and/or regulation D thereunderhereof), with the terms of such offering (the “Offering”) Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors (such takedown shall be referred to herein as the “Offering”). The Placement Agent will act on a reasonable best efforts basis As compensation for services rendered, and the Company agrees and acknowledges provided that there is no guarantee any of the successful placement Securities are sold to Investors in the Offering, on the Closing Date of the Securities, or any portion thereof, offering (as defined in Section 1(c) hereof) and on the closing date of the purchase of the additional Shares and Warrants as set forth in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates Subscription Agreements (as defined below) be obligated ), the Company shall pay to underwrite or purchase any the Placement Agent an amount in the aggregate equal to 7% of the gross proceeds received by the Company from the sale of the Securities for its own account or otherwise provide any financing(the “Placement Fee”). The Placement Agent sale of the Securities shall act solely be made pursuant to a Securities Purchase Agreement(s) in the form included as Exhibit A hereto (each, a “Subscription Agreement” and collectively, the Company’s agent and not as principal“Subscription Agreements”) on the terms described on Exhibit B hereto. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, offer in whole or in part. Subject to Notwithstanding the terms foregoing, it is understood and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants shall be made at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by agreed that the Placement Agent andor any of their respective affiliates may, upon receipt of solely at their discretion and without any obligation to do so, purchase Securities as principal; provided, however, that any such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made purchases by the Placement Agent (or their clearing firmrespective affiliates) by wire transfer shall be fully disclosed to the Company, Company and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered approved by physical certificates. As compensation for services rendered, the Company shall pay to in accordance with the Placement Agent the fees and expenses set forth below:previous sentence.

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-1 (File No. 333-267211278842) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall will be delivered by physical certificatesissued directly to the Investors in certificated form. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this AgreementAgreement between the Company and the Placement Agent, the Placement Agent shall be the Company’s exclusive placement agent agent, on a reasonable best efforts basis, in connection with the offering issuance and sale by the Company of (a) the Shares pursuant to in the Company’s proposed takedown from a shelf registration statement on Form S-3, as amended S-3 (File Registration Statement No. 333-267211153891) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) takedown to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors (such takedown shall be referred to herein as the “Offering”). The Placement Agent will act on a reasonable best efforts basis As compensation for services rendered, and the Company agrees and acknowledges provided that there is no guarantee any of the successful placement of the Securities, or any portion thereof, Shares are sold to Investors in the prospective Offering. Under no circumstances will , on the Placement Agent or any of its Affiliates Closing Date (as defined below) be obligated of the Offering, the Company shall pay to underwrite or the Placement Agent an amount equal to (a) six and one-half percent (6½%) of the gross proceeds received by the Company from the sale of the Shares in the Offering; and (b) all the Placement Agent’s reasonable out-of-pocket, legal and other expenses (with supporting invoices and receipts) up to a maximum of $65,000. This Agreement shall not give rise to any commitment by the Placement Agent to purchase any of the Securities Shares, or an obligation for its own account the Company to issue any Shares or otherwise provide any financing. The Placement Agent shall act solely as complete the Company’s agent and not as principalOffering. The Placement Agent shall have no authority to bind the Company with respect Company. The Placement Agent shall act on a reasonable best efforts basis to any solicit offers to purchase the Shares and to procure performance by the Investors in the purchase of the Shares; provided, however that the Placement Agent does not guarantee that it will be able to raise new capital in the prospective Offering. The Placement Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Shares received by it as agent of the Securities and the Company. The Company shall have the sole right to accept offers to purchase the Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants shall be made at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated acknowledges that any advice given by the Placement Agent andto the Company is solely for the benefit and use of the Board of Directors of the Company and may not be used, upon receipt of such Sharesreproduced, disseminated, quoted or referred to, without the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Agent’s prior written consent. The Placement Agent (or their clearing firm) by wire transfer to may, with the prior written consent of the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit retain other brokers or Withdrawal at Custodian system for the account of the applicable Purchaser dealers to act as set forth sub agents on its behalf in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, the Company shall pay to the Placement Agent the fees and expenses set forth below:connection with any Offering.

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended S-1 (File No. 333-267211333- 268854) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent Placement Agent in connection with the offering and sale by the Company of (a) the Shares pursuant to Securities in a proposed takedown under the Company’s registration statement on Form S-3, as amended S-3 (File No. 333No.333-267211172686) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent Company and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities Shares for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities Shares and the Company shall have the sole right to accept offers to purchase the Shares and Warrants and may reject any such offer, in whole or in part. Subject to the terms and conditions hereofhereof and of the Subscription Agreements to be entered into between the Company and the Investors in the Offering, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended S-1 (File No. 333-267211333-______) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best best-efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares Securities directly to the account designated by the Placement Agent and, upon receipt of such SharesSecurities, the Placement Agent shall cause the Shares to be electronically delivered deliver such Securities to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Placement Agency Agreement (this “Agreement”) between the Company and you, the Placement Agent Newbridge Securities Corporation shall be the Company’s exclusive placement agent (in such capacity, the “Placement Agent”), on a reasonable best efforts basis, in connection with the offering issuance and sale by the Company of (a) the Shares pursuant Securities to the Company’s registration statement on Form S-3, Investors in a proposed takedown under the Registration Statement (as amended (File No. 333-267211) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained defined in Section 4(a)(22(a)(1) thereof and/or regulation D thereunderhereof), with the terms of such the offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors (such takedown shall be referred to herein as the “Offering”). The Placement Agent will act on a reasonable best efforts basis As compensation for services rendered, and the Company agrees and acknowledges provided that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financingare sold to Investors in the Offering, on the Closing Date (as defined in subsection (d) of this Section 1) of the Offering, the Company shall pay to the Placement Agent, an amount equal to 5% of the gross proceeds received by the Company from the sale of the Securities plus a corporate financing fee of 1% of the gross proceeds received by the Company (the “Placement Fee”). The Placement Agent sale of the Securities shall act solely be made pursuant to subscription agreements in the form included as Exhibit A hereto (each, a “Subscription Agreement” and collectively, the Company’s agent and not as principal“Subscription Agreements”) on the terms described on Exhibit B hereto. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, offer in whole or in part. Subject to Notwithstanding the terms foregoing, it is understood and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants shall be made at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by agreed that the Placement Agent andor any of its respective affiliates may, upon receipt of solely at their discretion and without any obligation to do so, purchase Securities as principal; provided, however, that any such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made purchases by the Placement Agent (or their clearing firmits affiliates) by wire transfer shall be fully disclosed to the Company, Company and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered approved by physical certificates. As compensation for services rendered, the Company shall pay to in accordance with the Placement Agent the fees and expenses set forth below:previous sentence.

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares pursuant to the Company’s registration statement on Form S-3, as amended S-3 (File No. 333-267211227683) (the “Registration Statement”) (such offering, the “Registered Offering”) and (b) a concurrent private placement of the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933(such private placement, as amended (the “Securities Act”)Private Placement” and, contained in Section 4(a)(2) thereof and/or regulation D thereunder, together with the terms of such offering (Registered Offering, the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the electronically deliver such Shares to be electronically delivered to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s registration statement on Form S-3, as amended S-1 (File No. 333-267211249432) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares Securities directly to the account designated by the Placement Agent and, upon receipt of such SharesSecurities, the Placement Agent shall cause the Shares to be electronically delivered deliver such Securities to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-1 (File No. 333-267211271556) (and including any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing of the issuance of the Securities shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares Securities directly to the account designated by the Placement Agent and, upon receipt of such SharesSecurities, the Placement Agent shall cause the Shares to be electronically delivered deliver such Securities to the applicable Purchaser Investor and payment shall be made by the Placement Agent (or their its clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares pursuant to the Company’s registration statement on Form S-3, as amended S-3 (File No. 333-267211237592) (the “Registration Statement”) (such offering, the “Registered Offering”) and (b) a concurrent private placement of the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933(such private placement, as amended (the “Securities Act”)Private Placement” and, contained in Section 4(a)(2) thereof and/or regulation D thereunder, together with the terms of such offering (Registered Offering, the “Offering”) with the terms of the Offering to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of (a) the Shares Securities pursuant to the Company’s 's registration statement on Form S-3, as amended S-1 (File No. 333-267211266107), and includes any registration statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent Placement Agent in connection with the offering and sale by the Company of (a) the Shares pursuant to the Company’s registration statement on Form S-3, as amended S-3 (File No. 333-267211213321) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933such offering, as amended (the “Securities ActRegistered Offering”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, together with a concurrent private placement of the Warrants to institutional accredited investors with the terms of such offering (such private placement, the “Private Placement” and together with the Registered Offering, the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent Company and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment delivery of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing one or more closings (the each a “Closing” and the date on which the each Closing occurs, the a “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e., on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent the fees and expenses set forth below:

Agreement to Act as Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent Placement Agent in connection with the offering and sale by the Company of (a) the Shares pursuant to the Company’s registration statement on Form S-3, as amended S-3 (File No. 333-267211220898) (the “Registration Statement”) and (b) the Warrants and Warrants Shares pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or regulation D thereunder, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective PurchasersInvestors. The Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its Affiliates “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Shares and Warrants Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Shares and Warrants Securities shall be made at the closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). The Closing shall occur via “Delivery Versus Payment” (“DVP”), i.e.As compensation for services rendered, on the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall cause the Shares to be electronically delivered to the applicable Purchaser and payment shall be made by the Placement Agent (or their clearing firm) by wire transfer to the Company, and delivery of the Shares shall be delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the account of the applicable Purchaser as set forth in the Purchase Agreement. The Warrants shall be delivered by physical certificates. As compensation for services rendered, the Company shall pay to the Placement Agent the fees and expenses set forth below: