Common use of At the Market Sales Clause in Contracts

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size"); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size")20,000,000; provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares Stock registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended Stock or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3 (the lesser of (a), (b) and (c), the "“Maximum Amount"”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "“business day" ” means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a2(a) shall be equal to the market price for the Common Shares Stock sold by the Agent under this Section 3(a2(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which Common Shares Stock are purchased and sold on the principal market on which the Common Shares Stock are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting Agent as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size"); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell for and on behalf of the Company, the Shares on the following terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Noticeconditions; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its covenants and obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement4 hereof. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (Ai) there can be no assurance that the Agent will be successful in selling the Shares, Shares and (Bii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this AgreementSection 2. (vi) The Agent may Each time that the Company wishes to issue and sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities hereunder (each, an "Alternative Transaction"a “Placement”), it will notify the terms Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of shares of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one Trading Day (as defined below) and conditions any minimum price below which sales may not be made, a form of which containing such offering minimum sales parameters is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be memorialized in a separate agreement, addressed to each of the terms of which shall provide a customary fee to individuals from the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in on Schedule F hereto (2 hereto, as it such schedule may be amended by the Agent from time to time, subject to . The Placement Notice shall be effective upon receipt by the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued Agent unless and until (i) in connection accordance with the Alternative Transaction. In additionnotice requirements set forth in Section 2(a)(iii) hereof, the Agent shall be entitled declines to a Transaction Fee accept the terms contained therein for any reason, in its sole discretion, (whether in connection in ii) the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number entire amount of the Shares sold have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 2(a)(iii) hereof, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on such day, the aggregate gross sale proceeds, earlier dated Placement Notice or (v) this Agreement has been terminated under the Net Proceeds provisions of Section 7 hereof. The amount of any Sales Commission (as defined below) or other compensation to the Company, and the compensation payable be paid by the Company to the Agent in connection with the sale of the Shares shall be calculated in accordance with the terms set forth in Section 2(a)(v) hereof. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to such sales. (ix) All a Placement or any Shares sold pursuant to this Section 3(a) will be delivered by unless and until the Company delivers a Placement Notice to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine Agent does not decline such Placement Notice pursuant to Rule 15c6-1(a) under the Exchange Actterms set forth above, each and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of the Placement Notice, the terms of the Placement Notice will control. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on the Exchange, or such time and date of delivery being herein referred to as a "other principal market on which the Common Stock is subsequently listed or quoted.

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, Agreement on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares having up to an aggregate offering price of US$5,000,000 $200,000,000 (the "Offering Size"); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares Stock registered on the Registration Statement, Statement pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Shares Stock under the Company's Third ’s Amended and Restated Articles of Incorporation, as amended amended, or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if then applicable, General Instruction I.B.5 of Form F-3 F-3) (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. As “Business Day”, as used herein, the terms "business day" means shall mean any day (other than Saturday, Sunday or any federal holiday in the United States) in other day on which commercial banks in New York, The City of New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile authorized or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to remain closed; provided that banks shall not be an "deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance direction of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only authority if such Alternative Transaction is consummated within the nine banks’ electronic funds transfer systems (9including for wire transfers) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be are open for use by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold customers on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the AgentAgent or any of its sub-agent(s) or other designees, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size")25,000,000; provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares Stock registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares Stock under the Company's Third Amended and Restated Articles ’s certificate of Incorporationincorporation, as amended or amended, (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if applicable, including General Instruction I.B.5 I.B.1 of Form F-3 S-3), (d) or dollar amount of Shares of Common Stock that exceeds the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing, or (e) exceeds the number or dollar amount of Shares of Common Stock for which the Company has filed the Prospectus or other prospectus supplement specifically relating to the offering of the Shares pursuant to this Agreement (the lesser of (a), (b) and ), (c), (d) and (e), the "“Maximum Amount"”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "“business day" ” means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), ) and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule B and Schedule D may be amended from time to time. The Transaction Notice shall be effective upon receipt by the Agent unless and until (i) the Agent declines to accept for any reason, in its sole discretion, (ii) the entire amount of the Shares have been sold, (iii) the Company suspends or terminates the Transaction Notice in accordance with the notice requirements set forth in this Section 2, (iv) the Company issues a subsequent Transaction Notice with parameters superseding those on the earlier dated Transaction Notice, or (v) this Agreement has been terminated under the provisions of Section 7. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a2(a) shall be equal to the market price for the Common Shares Stock sold by the Agent under this Section 3(a2(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which Common Shares Stock are purchased and sold on the principal market on which the Common Shares Stock are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to having an aggregate offering price of US$5,000,000 up to $12,075,338 (the "Offering Size"); provided, however, that in no event shall “Maximum Amount”) subject to the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use limitations required by General Instruction I.B.6 of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such complianceS-3. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company inCompany, and in accordance with the terms set forth inherein, in the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e11097250.1 210679-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "10009 17

At the Market Sales. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting Agents as sales agentagents, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size"); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees Agents agree to use its their commercially reasonable efforts to sell for and on behalf of the Company, the Shares on the following terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Noticeconditions; provided, however, that any obligation of the Agent Agents to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its covenants and obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (Ai) there can be no assurance that the Agent Agents will be successful in selling the Shares, and (Bii) the Agent Agents will incur no liability or obligation to the Company or any other person or entity if it does they do not sell the Shares for any reason other than a failure by the an applicable Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this AgreementSection 2. (vi) The Agent may Each time that the Company wishes to issue and sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities hereunder (each, an "Alternative Transaction"a “Placement”), it will notify an Agent by email notice (or other method mutually agreed to in writing by the terms and conditions of such offering shall parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares to be memorialized in a separate agreementsold, the terms of which shall provide at a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth minimum include the number of the Shares sold on such dayto be issued, the aggregate gross sale proceedstime period during which sales are requested to be made, any limitation on the Net Proceeds to number of Shares that may be sold in any one Trading Day (as defined below) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the Company, and the compensation payable by individuals from the Company set forth on Schedule 2 (with a copy to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts each of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "individuals

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 300,000,000 (the "“Offering Size"”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated ’s Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if then applicable, General Instruction I.B.5 of Form F-3 F-3) (the lesser of (a), (b) and (c), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day Business Day (as defined below) prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means term “Business Day” shall mean any day (other than Saturday, Sunday or any federal holiday in the United States) in other day on which commercial banks in New York, The City of New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile authorized or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to remain closed; provided that banks shall not be an "deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance direction of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only authority if such Alternative Transaction is consummated within the nine banks’ electronic funds transfer systems (9including for wire transfers) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be are open for use by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold customers on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein herein, the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the AgentAgents, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 $50,000,000 of Shares (the "“Offering Size"); provided, however, that in no event shall the Company issue or sell through the Agent Agents such number of Shares that (a) exceeds the number or dollar amount of shares of Common Shares Stock registered on the Registration Statement, Registered Statement pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Shares Stock under the Company's Third Amended and ’s Restated Articles Certificate of Incorporation, as amended or (c) would cause the Company or the offering of the Shares Offering to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if then applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3) (the lesser of (a), (b) and (c), the "“Maximum Amount"”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent Agents with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, Agreement or from time to time as agreed by the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in Company and the United States) in which commercial banks in New York, New York are open for businessAgents. (i) For purposes of selling the Shares through the AgentAgents, the Company hereby appoints the Agent Agents as exclusive agent agents of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees Agents agree to use its their commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the and designate an Agent by telephone (confirmed promptly by facsimile or facsimile, e-mail or other electronic means mutually agreed by both the Company and the Agents to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C or other means of delivery and format mutually agreed by the Company and the Agent hereto (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the an Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one single Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent Agents set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the designated Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company inCompany, and in accordance with the terms set forth inherein, in the Transaction Notice; provided, however, that any obligation of the designated Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement4. The gross sales price of the Shares sold under this Section 3(a2(a) shall be equal to the market price for the Common Shares Stock sold by the Agent under this Section 3(a2(a) on at the NASDAQ Capital Market best national bid at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which shares of Common Shares Stock are purchased and sold on in the principal market United States National Market System during regular trading hours (9:30 am ET to 4:00 pm ET and subject to halts, circuit breakers and other commercially understood stoppages in trading mandate by the SEC, FINRA or other regulatory entity) on which the Common Shares are listed or Stock is quoted. (iii) The Company or the Agent Agents may, upon notice to the other party parties hereto by telephone (confirmed promptly by facsimile or facsimile, e-mail or other electronic means, mutually agreed by both the Company and the Agents, to the respective individuals of the other party parties set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the either Agent shall so suspend the offering of Shares until further notice is provided by the other party parties to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' ’ respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent Agents of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii2(a)(ii) shall be effective against the other parties unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. Notwithstanding the foregoing, if the Agents suspend the Offering for any three (3) consecutive business days or on more than three (3) separate occasions (in each instance other than as a result of the Company’s breach of its obligations hereunder), the Company, in its sole discretion, may elect to terminate this Agreement. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent Agents will be successful in selling the Shares, (B) the Agent Agents will incur no liability or obligation to the Company or any other person or entity if it does the Agents do not sell Shares for any reason other than a failure by the an Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) neither of the Agent Agents shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Agents hereby covenant and agree not to make any sales of the Shares on behalf of the Company, pursuant to this Section 2(a), other than by any method permitted by law means of ordinary brokers’ transactions deemed to be an "“at the market offering" market” offerings as defined in Rule 415 under of the Securities Act, Act including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares Stock or to or through a market maker. The Agent With the prior written consent of the Company, which may be provided in a Transaction Notice, the Agents may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approvaltransactions. (vi) The compensation to the Agent Agents for sales of the SharesShares (the “Commissions”), as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal up to two percent (2.0%) of the aggregate gross sales price offering proceeds of all the sale of Shares sold pursuant to this Section 3(a2(a). The remaining gross proceeds, after Commissions and further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "“Net Proceeds"”). The Agent Agents shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent Wedbush shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a2(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation Compensation payable by the Company to the Agent Agents with respect to such sales. (ixviii) All Shares sold pursuant to this Section 3(a2(a) will be delivered by the Company to an Agent for the accounts account of the executing Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as the Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "“Settlement Date.” On each Settlement Date, the Shares sold through an Agent for settlement on such date shall be issued and delivered by the Company to the respective Agent against payment of the Net Proceeds from the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares by the Company or its transfer agent (i) to an Agent or its designee’s account (provided that such Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company (“DTC”) or (ii) by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payment in same day funds delivered to an account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A) indemnify and hold the Agents harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) pay the Agents any commission to which it would otherwise be entitled absent such default against payment of the Net Proceeds therefor by wire transfer of same day funds payable to the order of the Company at 9:00 a.m. New York City time. If an Agent breaches this Agreement by failing to deliver the Net Proceeds on any Settlement Date for the shares delivered by the Company, such Agent will pay the Company interest based on the effective prime rate until such proceeds, together with such interest, have been fully paid. (ix) Under no circumstances shall the Company cause or request the offer or sale of any Shares if, after giving effect to the sale of such Shares, (i) the aggregate gross sales proceeds sold pursuant to this Agreement would exceed the lesser of (A) together with all sales of Shares under this Agreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agents in writing, (ii) the sale of such Shares does not constitute an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act and would result in issuance of 20% or more of the outstanding shares of Common Stock of the Company on the date hereof at a price less than the Minimum Price (as defined in Rule 5635(d)(1)(A) of the Nasdaq Listing Rules or (iii) the total amount of Common Stock outstanding would exceed the number of Common Stock authorized by the Company’s Amended and Restated Certificate of Incorporation. Under no circumstances shall the Company cause or request the offer or sale of any Shares at a price lower than the minimum price authorized from time to time by the Company’s board of directors, duly authorized committee thereof or a duly authorized executive committee, and notified to the Agents in writing. Further, under no circumstances shall the aggregate offering amount of Shares sold pursuant to this Agreement, including any separate underwriting or similar agreement covering principal transactions, exceed the Maximum Amount. (x) The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Shares shall only be effected by or through the Agents; provided, however, that the foregoing limitation shall not apply to the exercise of any outstanding option or warrant or conversion of the convertible notes or convertible preferred stock described in the Registration Statement and the Prospectus.

At the Market Sales. On the basis of the representations, warranties and agreements herein herein, the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size")$6,397,939; provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares Stock registered on the Registration StatementStatement and covered by the Prospectus relating to the offering of the Shares, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Shares Stock under the Company's Third Amended and Restated Articles of IncorporationCharter, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3) (the lesser of (a), (b) ), and (c), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes intends to instruct the Agent to make the initial sale of Shares under this Agreement. As used herein, the terms "“business day" ” means any day (other than Saturday, Sunday or any federal holiday in the United States) in other day on which commercial banks in New York, The City of New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile authorized or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to remain closed); provided that banks shall not be an "deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance direction of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only authority if such Alternative Transaction is consummated within the nine banks’ electronic funds transfer systems (9including for wire transfers) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be are open for use by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold customers on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size")4,000,000; provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares Stock registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares Stock under the Company's Third Amended and Restated Articles ’s certificate of Incorporationincorporation, as amended or amended, (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3), (d) or dollar amount of Shares of Common Stock that exceeds the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing, or (e) exceeds the number or dollar amount of Shares of Common Stock for which the Company has filed the Prospectus or other prospectus supplement specifically relating to the offering of the Shares pursuant to this Agreement (the lesser of (a), (b) and ), (c), (d) and (e), the "“Maximum Amount"”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "“business day" ” means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), ) and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule B and Schedule D may be amended from time to time. The Transaction Notice shall be effective upon receipt by the Agent unless and until (i) the Agent declines to accept for any reason, in its sole discretion, (ii) the entire amount of the Shares have been sold, (iii) the Company suspends or terminates the Transaction Notice in accordance with the notice requirements set forth in this Section 2, (iv) the Company issues a subsequent Transaction Notice with parameters superseding those on the earlier dated Transaction Notice, or (v) this Agreement has been terminated under the provisions of Section 7. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a2(a) shall be equal to the market price for the Common Shares Stock sold by the Agent under this Section 3(a2(a) on the NASDAQ Capital Market Nasdaq at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which Common Shares Stock are purchased and sold on the principal market on which the Common Shares Stock are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the AgentAgent or any of its co-agent(s) or other designees, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size")20,000,000; provided, however, that in no event shall the Company issue or sell through the Agent or any of its co-agent(s) or other designees such number of Shares that (a) exceeds the number or dollar amount of Common Shares Stock registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares Stock under the Company's Third Amended and Restated Articles ’s certificate of Incorporationincorporation, as amended or amended, (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if applicable, including General Instruction I.B.5 I.B.1 of Form F-3 S-3), (d) or dollar amount of Shares of Common Stock that exceeds the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing, or (e) exceeds the number or dollar amount of Shares of Common Stock for which the Company has filed the Prospectus or other prospectus supplement specifically relating to the offering of the Shares pursuant to this Agreement (the lesser of (a), (b) and ), (c), (d) and (e), the "“Maximum Amount"”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that neither the Agent nor any of its co-agent(s) or other designees shall have no any obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "“business day" ” means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the AgentAgent and any co-agent or other designee, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "“Transaction Notice"”)) as to the maximum number of Shares to be sold by the Agent or any of its co-agent(s) or other designees on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), ) and shall be addressed to each of the individuals from the Agent or any of its co-agent(s) or other designees, as applicable, set forth on Schedule D, as such Schedule B and Schedule D may be amended from time to time. The Transaction Notice shall be effective upon receipt by the Agent unless and until (i) the Agent declines to accept for any reason, in its sole discretion, (ii) the entire amount of the Shares have been sold, (iii) the Company suspends or terminates the Transaction Notice in accordance with the notice requirements set forth in this Section 2, (iv) the Company issues a subsequent Transaction Notice with parameters superseding those on the earlier dated Transaction Notice, or (v) this Agreement has been terminated under the provisions of Section 7. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a2(a) shall be equal to the market price for the Common Shares Stock sold by the Agent or any of its co-agent(s) or other designees under this Section 3(a2(a) on the NASDAQ Capital Market NYSE American at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which Common Shares Stock are purchased and sold on the principal market on which the Common Shares Stock are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to having an aggregate offering price of US$5,000,000 up to $[___] (the "“Offering Size"”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Shares Stock registered on the Registration Statement, Statement pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Shares Stock under the Company's Third ’s Amended and Restated Articles Certificate of Incorporation, as amended or (c) would cause the Company or the offering of the Shares Offering to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if then applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3) (the lesser of (a), (b) and (c), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice of the Maximum Amount available for sale of the Shares no less than one (1) business day Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. As “Business Day”, as used herein, the terms "business day" means shall mean any day (other than Saturday, Sunday or any federal holiday in the United States) in other day on which commercial banks in New York, The City of New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile authorized or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to remain closed; provided that banks shall not be an "deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance direction of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only authority if such Alternative Transaction is consummated within the nine banks’ electronic funds transfer systems (9including for wire transfers) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be are open for use by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold customers on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the AgentAgent or any of its sub-agent(s) or other designees, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size")1,500,000; provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares Stock registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares Stock under the Company's Third Amended and Restated Articles ’s articles of Incorporationincorporation, as amended or amended, (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if applicable, including General Instruction I.B.5 I.B.6 of Form F-3 S-3), (d) or dollar amount of Shares of Common Stock that exceeds the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing, or (e) exceeds the number or dollar amount of Shares of Common Stock for which the Company has filed the Prospectus or other prospectus supplement specifically relating to the Offering of the Shares (the lesser least of (a), (b) and ), (c), (d) and (e), the "“Maximum Amount"”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "“business day" ” means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 10,000,000 (the "Offering Size"); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. Shares may, but are not expected to, be sold on the Norwegian OTC market. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two three percent (2.03.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a minimum cash fee of six and one-half seven percent (6.57.0%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors")Transaction, including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, subject to compliance with FINRA Rule 5110(f)(2)(D), in connection with an Alternative Transaction, the Company agrees to reimburse Agent for all travel and other actual, accountable out-of-pocket expenses not already paid, including the reasonable fees of legal counsel which shall be entitled limited to, in the aggregate, $50,000 and up to a Transaction Fee (whether in connection maximum of $10,000 in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such event an Alternative Transaction is consummated within not closed. It is understood that the nine (9) month period from Company is not mandated to retain Agent in connection with an Alternate Transaction, and in the date hereof. This Section 3(a)(vii) shall survive the termination event of this Agreementan Alternate Transaction in which Agent is not retained, no fees of any kind will be due to Agent relating to such Alternative Transaction. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein herein, the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size")Shares; provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares Stock registered on the Registration StatementStatement and covered by the Prospectus relating to the offering of the Shares, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Shares Stock under the Company's Third Amended and Restated Articles of IncorporationCharter, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3) (the lesser of (a), (b) ), and (c), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes intends to instruct the Agent to make the initial sale of Shares under this Agreement. As used herein, the terms "“business day" ” means any day (other than Saturday, Sunday or any federal holiday in the United States) in other day on which commercial banks in New York, The City of New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile authorized or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to remain closed); provided that banks shall not be an "deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance direction of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only authority if such Alternative Transaction is consummated within the nine banks’ electronic funds transfer systems (9including for wire transfers) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be are open for use by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold customers on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during after the term effective date of this Agreement, the Registration Statement on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to having an aggregate offering price of US$5,000,000 up to $2,700,000 (the "Offering Size"); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Shares Stock registered on the Registration Statement, Statement pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Shares Stock under the Company's Third Amended and ’s Restated Articles Certificate of Incorporation, as amended or (c) would cause the Company or the offering of the Shares Offering to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if then applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3) (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto hereto) (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, in the Transaction Notice and in accordance with the terms set forth in, the Transaction Noticeherein; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a2(a) shall be equal to the market price for the Common Shares Stock sold by the Agent under this Section 3(a2(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which shares of Common Shares Stock are purchased and sold on the principal market on which the Common Shares are Stock is listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii2(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. Notwithstanding the foregoing, if the Agent suspends the Offering for any three (3) consecutive business days or on more than three (3) separate occasions (in each instance other than as a result of the Company’s breach of its obligations hereunder), the Company, in its sole discretion, may elect to terminate this Agreement. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the “at-the-market offering" ” as defined in Rule 415 under of the Securities Act, Act including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares Stock or to or through a market maker. The With the prior written consent of the Company, which may be provided in a Transaction Notice, the Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approvaltransactions. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee 3.00% (the "“Transaction Fee") equal to two percent (2.0%”) of the gross sales price of all the of Shares sold pursuant to this Section 3(a2(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent Maxim shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions transaction of the Company or any Subsidiary kind (a “Tail Financing”) to the extent such financing or capital is provided to the Company by investors introduced by Maxim, directly or any such Subsidiary by indirectly, to the Introduced Investors, but only Company during the term of this Agreement if such Alternative Transaction Tail Financing is consummated at any time within the nine twelve (912) month period from following the date hereof. This Section 3(a)(vii) shall survive the expiration or termination of this Agreement. For the avoidance of doubt, this provision is not intended to and does not extend the right of first refusal period set forth in either Section 14 of that certain Engagement Agreement, dated June 10, 2021 by and between the Company and Maxim or Section 4.20 of that certain Underwriting Agreement, dated December 21, 2021, by and between the Company and Maxim. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a2(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a2(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to having an aggregate offering price of US$5,000,000 up to $6,500,000 (the "“Offering Size"”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Shares Stock registered on the Registration Statement, Statement pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Shares Stock under the Company's Third Amended and Restated ’s Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares Offering to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if then applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3) (the lesser of (a), (b) and (c), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice of the Maximum Amount available for sale of the Shares no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto hereto) (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, in the Transaction Notice and in accordance with the terms set forth in, the Transaction Noticeherein; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a2(a) shall be equal to the market price for the Common Shares Stock sold by the Agent under this Section 3(a2(a) on the NASDAQ Capital Market Exchange at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which shares of Common Shares Stock are purchased and sold on the principal market on which the Common Shares are Stock is listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 $10,000,000 (the "Offering Size"); provided, however, that in no event shall “Maximum Amount”) subject to the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use limitations required by General Instruction I.B.6 of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such complianceS¬3. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one ten (110) business day days prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Company’s Ordinary Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which Common Ordinary Shares are purchased and sold on the principal market on which the Common Ordinary Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the AgentAgent or any of its sub-agent(s) or other designees, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size")2,000,000; provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (aA) exceeds the number or dollar amount of Common Shares Stock registered on the Registration Statement, pursuant to which the Offering is being made, (bB) exceeds the number of authorized but unissued Common Shares Stock under the Company's Third Amended and Restated Articles ’s certificate of Incorporationincorporation, as amended or amended, (cC) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if applicable, including General Instruction I.B.5 I.B.6 of Form F-3 S-3), (D) or dollar amount of Shares of Common Stock that exceeds the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing, or (E) exceeds the number or dollar amount of Shares of Common Stock for which the Company has filed the Prospectus or other prospectus supplement specifically relating to the offering of the Shares pursuant to this Agreement (the lesser of (aA), (bB), (C), (D) and (cE), the "“Maximum Amount"”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "“business day" ” means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to having an aggregate offering price of US$5,000,000 up to $50,000,000 (the "“Offering Size"”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Shares Stock registered on the Registration Statement, Statement pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Shares Stock under the Company's Third Amended and Restated ’s Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares Offering to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if then applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3) (the lesser of (a), (b) and (c), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice of the Maximum Amount available for sale of the Shares no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto hereto) (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, in the Transaction Notice and in accordance with the terms set forth in, the Transaction Noticeherein; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a2(a) shall be equal to the market price for the Common Shares Stock sold by the Agent under this Section 3(a2(a) on the NASDAQ Capital Market Exchange at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which shares of Common Shares Stock are purchased and sold on the principal market on which the Common Shares are Stock is listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to having an aggregate offering price of US$5,000,000 up to $1,600,000 (the "“Offering Size"”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Shares Stock registered on the Registration Statement, Statement pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Shares Stock under the Company's Third Amended and ’s Restated Articles Certificate of Incorporation, as amended or (c) would cause the Company or the offering of the Shares Offering to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if then applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3) (the lesser of (a), (b) and (c), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto hereto) (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, in the Transaction Notice and in accordance with the terms set forth in, the Transaction Noticeherein; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a2(a) shall be equal to the market price for the Common Shares Stock sold by the Agent under this Section 3(a2(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which shares of Common Shares Stock are purchased and sold on the principal market on which the Common Shares are Stock is listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size")$10,600,000; provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares Stock registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended Stock or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3 (the lesser of (a), (b) and (c), the "“Maximum Amount"”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "“business day" ” means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a2(a) shall be equal to the market price for the Common Shares Stock sold by the Agent under this Section 3(a2(a) on the NASDAQ Nasdaq Capital Market at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which Common Shares Stock are purchased and sold on the principal market on which the Common Shares Stock are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size")7,186,257; provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares Stock registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended Stock or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3 (the lesser of (a), (b) and (c), the "“Maximum Amount"”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "“business day" ” means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a2(a) shall be equal to the market price for the Common Shares Stock sold by the Agent under this Section 3(a2(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which Common Shares Stock are purchased and sold on the principal market on which the Common Shares Stock are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting Agent as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size"); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell for and on behalf of the Company, the Shares on the following terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Noticeconditions; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (Ai) there can be no assurance that the Agent will be successful in selling the Shares, and (Bii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Section 2. (i) Each time that the Company wishes to issue and sell the Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of shares of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one Trading Day and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 2(a)(iii), the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 2(a)(iii) below, the Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 7. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Shares shall be calculated in accordance with the terms set forth in Section 2(a)(v) below. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of the Placement Notice, the terms of the Placement Notice will control. For the purposes hereof, “Trading Day” means any day on which the Company’s Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted. (ii) The Shares are to be sold by the Agent on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that is a trading day for the NASDAQ Global Market (other than a day on which the NASDAQ Global Market is scheduled to close prior to its regular weekday closing time). The gross sales price of the Shares sold under this Section 2(a) shall be the market price for the Common Stock sold by the Agent under this Section 2(a) on the NASDAQ Global Market at the time of such sale. (iii) Notwithstanding the foregoing, the Company may instruct the Agent by telephone (confirmed promptly by fax or email) not to sell the Shares if such sales cannot be effected at or above the price designated by the Company in any such instruction. Furthermore, the Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its commercially reasonable efforts to sell, any Share at a price lower than the minimum price therefor designated from time to time by the Company’s Board of Directors and notified to the Agent in writing. In addition, the Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by fax or email), suspend the offering of the Shares, whereupon the Agent shall so suspend the offering of Shares until further notice is provided to the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. Notwithstanding any other provision of this Agreement, during any period in which the Company is in possession of material non-public information, the Company and the Agent agree that (i) no sale of Shares will take place, (ii) the Company shall not request the sale of any Shares, and (Ciii) the Agent shall not be under no obligation obligated to purchase shares sell or offer to sell any Shares. (iv) The Agent hereby covenants and agrees not to make any sales of the Shares on a principal basis behalf of the Company other than (A) pursuant to this AgreementSection 2(a), by means of ordinary brokers’ transactions between members of NASDAQ Global Market that qualify for delivery of a Prospectus to NASDAQ Global Market in accordance with Rule 153 under the Securities Act (such transactions are hereinafter referred to as “At the Market Offerings”) or (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent in accordance with Section 2(b). (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the SharesShares pursuant to any Placement, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) 3.0% of the gross sales price of all the Shares sold pursuant to this Section 3(a2(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, or reimbursement of expenses that the Agent may be entitled to pursuant to the terms of this Agreement, shall constitute the net proceeds to the Company for such Shares (the "“Net Proceeds"”). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (viivi) In the event The Agent will provide written confirmation to the Company and the Agent mutually determine that instead of proceeding with the Offering (including by email correspondence to proceed with (or concurrently with the Offering engage in) a different offering each of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions individuals of the Company or any Subsidiary to set forth on Schedule 2) no later than the extent such financing or capital is provided to opening of the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company Trading Day immediately following the close Trading Day on which it has made sales of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) hereunder setting forth the number of the Shares sold on such day, the aggregate gross sale proceedsvolume-weighted average price of the Shares sold, and the Net Proceeds payable to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ixvii) All Shares sold pursuant to this Section 3(a2(a) will be delivered by the Company to the Agent for the accounts of the Agent against payment of the Net Proceeds therefor by wire transfer of same day funds payable to the order of the Company at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the second third full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "“

At the Market Sales. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting Agent as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size"); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell for and on behalf of the Company, the Shares on the following terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Noticeconditions; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (Ai) there can be no assurance that the Agent will be successful in selling the Shares, and (Bii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this AgreementSection 2. (vi) The Agent may Each time that the Company wishes to issue and sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities hereunder (each, an "Alternative Transaction"a “Placement”), it will notify the terms Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of shares of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one Trading Day and conditions any minimum price below which sales may not be made, a form of which containing such offering minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be memorialized in a separate agreement, addressed to each of the terms of which shall provide a customary fee to individuals from the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in on Schedule F hereto (2, as it such Schedule 2 may be amended by the Agent from time to time, subject to . The Placement Notice shall be effective upon receipt by the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued Agent unless and until (i) in connection accordance with the Alternative Transaction. In additionnotice requirements set forth in Section 2(a)(iii), the Agent shall be entitled declines to a Transaction Fee accept the terms contained therein for any reason, in its sole discretion, (whether in connection in ii) the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number entire amount of the Shares sold on such dayhave been sold, (iii) in accordance with the notice requirements set forth in Section 2(a)(iii) below, the aggregate gross sale proceedsCompany suspends or terminates the Placement Notice, (iv) the Net Proceeds Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 7. The amount of any discount, commission or other compensation to the Company, and the compensation payable be paid by the Company to the Agent in connection with respect to such sales. (ixthe sale of the Shares shall be calculated in accordance with the terms set forth in Section 2(a)(v) All Shares sold pursuant to this Section 3(a) will be delivered by below. It is expressly acknowledged and agreed that neither the Company to Agent for the accounts of nor the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "will have any obligation whatsoever with respect

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to having an aggregate offering price of US$5,000,000 up to $70,000,000 (the "“Offering Size"”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Shares Stock registered on the Registration Statement, Statement pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Shares Stock under the Company's Third ’s Amended and Restated Articles Certificate of Incorporation, as amended or (c) would cause the Company or the offering of the Shares Offering to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if then applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3) (the lesser of (a), (b) and (c), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto hereto) (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, in the Transaction Notice and in accordance with the terms set forth in, the Transaction Noticeherein; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a2(a) shall be equal to the market price for the Common Shares Stock sold by the Agent under this Section 3(a2(a) on the NASDAQ Capital Market NYSE American at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which shares of Common Shares Stock are purchased and sold on the principal market on which the Common Shares are Stock is listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the either Agent, acting as sales agent, the Shares up to having an aggregate offering price of US$5,000,000 up to $25,000,000 (the "“Offering Size"”); provided, however, that in no event shall the Company issue or sell through the Agent Agents such number of Shares that (a) exceeds the number or dollar amount of shares of Common Shares Stock registered on the Registration Statement, Statement pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Shares Stock under the Company's Third Amended and Restated Articles ’s Certificate of Incorporation, as amended or (“Certificate of Incorporation”), (c) would cause the Company or the offering of the Shares Offering to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if then applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3), or (d) exceed the number or dollar amount of Common Stock for which the Company has filed a Prospectus Supplement (the lesser of (a), (b), (c) and (cd), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent the Agents shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent Agents with written notice no less than one (1) business day Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. As For the avoidance of doubt, all sales of Shares under this Agreement shall occur through the Designated Agent (as hereinafter defined). “Business Day”, as used herein, the terms "business day" means shall mean any day (other than Saturday, Sunday or any federal holiday in the United States) in other day on which commercial banks in New York, The City of New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile authorized or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to remain closed; provided that banks shall not be an "deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance direction of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only authority if such Alternative Transaction is consummated within the nine banks’ electronic funds transfer systems (9including for wire transfers) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be are open for use by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold customers on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 150,000,000 (the "“Offering Size"); Size”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated ’s Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if then applicable, General Instruction I.B.5 of Form F-3 F-3) (the lesser of (a), (b) and (c), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail email to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail email to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; contrary; provided, however, that such suspension or termination shall not affect or impair the parties' ’ respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "“at the market offering" ” as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's ’s prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all for the Shares sold pursuant to this Section 3(a)sold. The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "“Net Proceeds"”). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ixviii) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as the Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "“Settlement Date.” On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds from the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares by the Company or its transfer agent (i) to the Agent or its designee’s account (provided the Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company (“DTC”) or (ii) by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases (provided that such Shares were sold pursuant to the Registration Statement) shall be freely tradable, transferable, registered shares in good deliverable form, in return for payment in same day funds delivered to an account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the Net Proceeds on any Settlement Date for the shares delivered by the Company, the Agent will pay the Company interest based on the effective prime rate until such proceeds, together with such interest, have been fully paid. (ix) Under no circumstances shall the Company cause or request the offer or sale of any Shares if, after giving effect to the sale of such Shares, the aggregate gross sales proceeds sold pursuant to this Agreement would exceed the lesser of (A) together with all sales of Shares under this Agreement, the Maximum Amount, and (B) the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing. Under no circumstances shall the Company cause or request the offer or sale of any Shares at a price lower than the minimum price authorized from time to time by the Company’s board of directors, duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing. (x) Unless the exceptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are satisfied with respect to the Shares, the Company shall give the Agent at least one Business Day’s prior notice of its intent to sell any Shares in order to allow the Agent time to comply with Regulation M. As used herein, the term “Business Day” shall mean any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to having an aggregate offering price of US$up to $5,000,000 (the "Offering Size"); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Shares Stock registered on the Registration Statement, Statement pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Shares Stock under the Company's Third Amended and Restated Articles ’s Certificate of Incorporation, as amended or (c) would cause the Company or the offering of the Shares Offering to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if then applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3) (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D C hereto), using a form substantially similar to that set forth on Schedule C hereto B hereto) (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B A (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule DC, as such Schedule D C may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, in the Transaction Notice and in accordance with the terms set forth in, the Transaction Noticeherein; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a2(a) shall be equal to the market price for the Common Shares Stock sold by the Agent under this Section 3(a2(a) on the NASDAQ Capital Market Exchange at the time of such sale. For the purposes hereof, "Trading Day" means any day on which shares of Common Shares Stock are purchased and sold on the principal market on which the Common Shares are Stock is listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D C hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering a Transaction contemplated by a corresponding Transaction Notice for any reason and at any time, whereupon the Agent shall so immediately suspend the offering and selling of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. While a suspension period is in effect, any obligation under Sections 3(q), 3(r) and 3(s) with respect to the delivery of certificates, opinions or comfort letters to the Agent shall be waived. Each of the parties agrees that no such notice under this Section 3(a)(iii2(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D C hereto, as such Schedule may be amended from time to time. Notwithstanding the foregoing, if the Agent suspends the Transaction for any three (3) consecutive business days or on more than three (3) separate occasions (in each instance other than as a result of the Company’s breach of its obligations hereunder), the Company, in its sole discretion, may elect to terminate this Agreement. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the “at-the-market offering" ” as defined in Rule 415 under of the Securities Act, Act including without limitation sales made directly on the NASDAQ Capital MarketExchange, on any other existing trading market for the Common Shares Stock or to or through a market maker. The With the prior written consent of the Company, which may be provided in a Transaction Notice, the Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approvaltransactions. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee 3.0% (the "“Transaction Fee") equal to two percent (2.0%”) of the gross sales price of all the of Shares sold pursuant to this Section 3(a2(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market Exchange each day in which the Shares are sold under this Section 3(a2(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ixviii) All Shares sold pursuant to this Section 3(a2(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size")4,200,000; provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares Stock registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended Stock or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3 (the lesser of (a), (b) and (c), the "“Maximum Amount"”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "“business day" ” means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a2(a) shall be equal to the market price for the Common Shares Stock sold by the Agent under this Section 3(a2(a) on the NASDAQ Nasdaq Capital Market at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which Common Shares Stock are purchased and sold on the principal market on which the Common Shares Stock are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size")$5,400,000; provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares Stock registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended Stock or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3 (the lesser of (a), (b) and (c), the "“Maximum Amount"”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "“business day" ” means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a2(a) shall be equal to the market price for the Common Shares Stock sold by the Agent under this Section 3(a2(a) on the NASDAQ Nasdaq Capital Market at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which Common Shares Stock are purchased and sold on the principal market on which the Common Shares Stock are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting Agent as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size"); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell for and on behalf of the Company, the Shares on the following terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Noticeconditions; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its covenants and obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (Ai) there can be no assurance that the Agent will be successful in selling the Shares, and (Bii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this AgreementSection 2. (vi) The Agent may Each time that the Company wishes to issue and sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities hereunder (each, an "Alternative Transaction"a “Placement”), it will notify the terms Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of shares of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one Trading Day and conditions any minimum price below which sales may not be made, a form of which containing such offering minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be memorialized in a separate agreement, addressed to each of the terms of which shall provide a customary fee to individuals from the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in on Schedule F hereto (2, as it such Schedule 2 may be amended by the Agent from time to time, subject to . The Placement Notice shall be effective upon receipt by the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued Agent unless and until (i) in connection accordance with the Alternative Transaction. In additionnotice requirements set forth in Section 2(a)(iii), the Agent shall be entitled declines to a Transaction Fee accept the terms contained therein for any reason, in its sole discretion, (whether in connection in ii) the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number entire amount of the Shares sold on such dayhave been sold, (iii) in accordance with the notice requirements set forth in Section 2(a)(iii) below, the aggregate gross sale proceedsCompany suspends or terminates the Placement Notice, (iv) the Net Proceeds Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 7. The amount of any commission or other compensation to the Company, and the compensation payable be paid by the Company to the Agent in connection with the sale of the Shares shall be calculated in accordance with the terms set forth in Section 2(a)(v) below. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to such sales. (ix) All a Placement or any Shares sold pursuant to this Section 3(a) will be delivered by unless and until the Company delivers a Placement Notice to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine Agent does not decline such Placement Notice pursuant to Rule 15c6-1(a) under the Exchange Actterms set forth above, each such time and date then only upon the terms specified therein and herein. In the event of delivery being herein referred to as a "conflict between the terms of this Agreement and the terms of the Placement Notice, the terms of the Placement Notice will control. For the purposes hereof, “Trading Day” means any day on which the Company’s Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted.

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 5,800,000 (the "“Offering Size"”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's ’s Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "“Maximum Amount"”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "“business day" ” means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market NYSE American at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during following the term effective date of this Agreement, the Registration Statement on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to having an aggregate offering price of US$5,000,000 up to $50,000,000 (the "“Offering Size"”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Ordinary Shares registered on the Registration Statement, Statement pursuant to which the Offering is being made, or (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares Offering to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if then applicable, General Instruction I.B.5 of Form F-3 F-3) (the lesser of (a), (b) and (cb), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. As “Business Day”, as used herein, the terms "business day" means shall mean any day (other than Saturday, Sunday or any federal holiday in the United States) in other day on which commercial banks in New YorkTxx Xxxx xx Xxx Xxxx, Xxxxxx, Xxxxxxxxx or Auckland, New York Zealand are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent customers on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such saleday. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Company and Agent for acknowledge and agree that no sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold made pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of Agreement until such sales, shall constitute time as the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended Registration Statement has been declared effective by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this AgreementCommission. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 10,000,000 (the "“Offering Size"”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Ordinary Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Ordinary Shares under the Company's Third Amended and ’s Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "“Maximum Amount"”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "“business day" ” means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent Agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D C hereto), using a form substantially similar to that set forth on Schedule C B hereto (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B A (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule DC, as such Schedule D C may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Ordinary Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which Common Ordinary Shares are purchased and sold on the principal market on which the Common Ordinary Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size")75,000,000; provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares Stock registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended Stock or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3 (the lesser of (a), (b) and (c), the "“Maximum Amount"”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "“business day" ” means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a2(a) shall be equal to the market price for the Common Shares Stock sold by the Agent under this Section 3(a2(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which Common Shares Stock are purchased and sold on the principal market on which the Common Shares Stock are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during after the term effective date of the Registration Statement and until this AgreementAgreement is terminated, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size")[●]; provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of IncorporationArticles, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3), (d) or dollar amount of Shares that exceeds the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing, or (e) exceeds the number or dollar amount of Shares for which the Company has filed the Prospectus or other prospectus supplement specifically relating to the offering of the Shares pursuant to this Agreement (the lesser of (a), (b) and ), (c), (d) and (e), the "“Maximum Amount"”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "“business day" ” means any day (other than Saturday, Sunday or any federal holiday in the United States) in other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for businessuse by customers on such day. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), ) and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule B and Schedule D may be amended from time to time. The Transaction Notice shall be effective upon receipt by the Agent unless and until (i) the Agent declines to accept for any reason, in its sole discretion, (ii) the entire amount of the Shares have been sold, (iii) the Company suspends or terminates the Transaction Notice in accordance with the notice requirements set forth in this Section 2, (iv) the Company issues a subsequent Transaction Notice with parameters superseding those on the earlier dated Transaction Notice, or (v) this Agreement has been terminated under the provisions of Section 7. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a2(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a2(a) on the NASDAQ Capital Market Nasdaq at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which the Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during after the term effective date of the Registration Statement and until this AgreementAgreement is terminated, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size")3,250,000; provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares Stock registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares Stock under the Company's Third Amended and Restated Articles of IncorporationCharter, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3), (d) or dollar amount of Shares of Common Stock that exceeds the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing, or (e) exceeds the number or dollar amount of Shares of Common Stock for which the Company has filed the Prospectus or other prospectus supplement specifically relating to the offering of the Shares pursuant to this Agreement (the lesser of (a), (b) and ), (c), (d) and (e), the "“Maximum Amount"”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "“business day" ” means any day (other than Saturday, Sunday or any federal holiday in the United States) in other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for businessuse by customers on such day. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), ) and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule B and Schedule D may be amended from time to time. The Transaction Notice shall be effective upon receipt by the Agent unless and until (i) the Agent declines to accept for any reason, in its sole discretion, (ii) the entire amount of the Shares have been sold, (iii) the Company suspends or terminates the Transaction Notice in accordance with the notice requirements set forth in this Section 2, (iv) the Company issues a subsequent Transaction Notice with parameters superseding those on the earlier dated Transaction Notice, or (v) this Agreement has been terminated under the provisions of Section 7. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination 4 of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting Agent as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size"); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices applicable law and regulations, to sell for and on behalf of the Company, the Shares on the following terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Noticeconditions; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its covenants and obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (Ai) there can be no assurance that the Agent will be successful in selling the Shares, (Bii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations regulations, to sell such Shares as required under this Agreement, and (Ciii) the Agent shall be under no obligation to sell the Shares on an agency basis only and shall not purchase shares Shares on a principal basis pursuant to this Agreement. (vi) The Agent may Each time that the Company wishes to issue and sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities hereunder (each, an "Alternative Transaction"a “Placement”), it will notify the terms Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of shares of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one Trading Day (as defined below) and conditions any minimum price below which sales may not be made, a form of which containing such offering minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be memorialized in a separate agreement, addressed to each of the terms of which shall provide a customary fee to individuals from the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in on Schedule F hereto (2, as it such Schedule 2 may be amended by the Agent from time to time, subject to . The Placement Notice shall be effective upon receipt by the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued Agent unless and until (i) in connection accordance with the Alternative Transaction. In additionnotice requirements set forth in Section 3(a)(iii) of this Agreement, the Agent shall be entitled declines to a Transaction Fee accept the terms contained therein for any reason, in its sole discretion, (whether in connection in ii) the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number entire amount of the Shares sold have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 3(a)(iii) below, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on such daythe earlier dated Placement Notice, or (v) this Agreement has been terminated under the aggregate gross sale proceeds, the Net Proceeds provisions of Section 8. The amount of any commission or other compensation to the Company, and the compensation payable be paid by the Company to the Agent in connection with the sale of the Shares shall be calculated in accordance with the terms set forth in Section 3(a)(v) below. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to such sales. (ix) All a Placement or any Shares sold pursuant to this Section 3(a) will be delivered by unless and until the Company delivers a Placement Notice to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine Agent does not decline such Placement Notice pursuant to Rule 15c6-1(a) under the Exchange Actterms set forth above, each such time and date then only upon the terms specified therein and herein. In the event of delivery being herein referred to as a "conflict between the terms of this Agreement and the terms of the Placement Notice, the terms of the Placement Notice will control. For the purposes hereof, “Trading Day” means any day on which the Company’s Common Shares are purchased and sold on the Nasdaq.

At the Market Sales. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting Agent as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size"); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices applicable law and regulations, to sell for and on behalf of the Company, the Shares on the following terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Noticeconditions; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its covenants and obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (Ai) there can be no assurance that the Agent will be successful in selling the Shares, (Bii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations regulations, to sell such Shares as required under this Agreement, and (Ciii) the Agent shall be under no obligation to sell the Shares on an agency basis only and shall not purchase shares Shares on a principal basis pursuant to this Agreement. (vi) The Agent may Each time that the Company wishes to issue and sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities hereunder (each, an "Alternative Transaction"a “Placement”), it will notify the terms Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one Trading Day (as defined below) and conditions any minimum price below which sales may not be made, a form of which containing such offering minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be memorialized in a separate agreement, addressed to each of the terms of which shall provide a customary fee to individuals from the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in on Schedule F hereto (2, as it such Schedule 2 may be amended by the Agent from time to time, subject to . The Placement Notice shall be effective upon receipt by the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued Agent unless and until (i) in connection accordance with the Alternative Transaction. In additionnotice requirements set forth in Section 3(a)(iii) of this Agreement, the Agent shall be entitled declines to a Transaction Fee accept the terms contained therein for any reason, in its sole discretion, (whether in connection in ii) the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number entire amount of the Shares sold have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 3(a)(iii) below, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on such daythe earlier dated Placement Notice, or (v) this Agreement has been terminated under the aggregate gross sale proceeds, the Net Proceeds provisions of Section 8. The amount of any commission or other compensation to the Company, and the compensation payable be paid by the Company to the Agent in connection with the sale of the Shares shall be calculated in accordance with the terms set forth in Section 3(a)(v) below. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to such sales. (ix) All a Placement or any Shares sold pursuant to this Section 3(a) will be delivered by unless and until the Company delivers a Placement Notice to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine Agent does not decline such Placement Notice pursuant to Rule 15c6-1(a) under the Exchange Actterms set forth above, each such time and date then only upon the terms specified therein and herein. In the event of delivery being herein referred to as a "conflict between the terms of this Agreement and the terms of the Placement Notice, the terms of the Placement Notice will control. For the purposes hereof, “Trading Day” means any day on which the Company’s Common Shares are purchased and sold on the Nasdaq.

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during following the term effective date of this Agreement, the Registration Statement on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to having an aggregate offering price of US$5,000,000 up to $6,680,000 (the "“Offering Size"”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, Statement pursuant to which the Offering is being made, or (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares Offering to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if then applicable, General Instruction I.B.5 of Form F-3 F-3) (the lesser of (a), (b) and (cb), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliancecompliance provided it follows the instructions of the Company with respect to the amount of Shares included in each Transaction Notice (as defined below) from time to time. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. As “Business Day”, as used herein, the terms "business day" means shall mean any day (other than Saturday, Sunday or any federal holiday in the United States) in other day on which commercial banks in New York, The City of New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile authorized or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to remain closed; provided that banks shall not be an "deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance direction of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only authority if such Alternative Transaction is consummated within the nine banks’ electronic funds transfer systems (9including for wire transfers) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be are open for use by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold customers on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 19,700,000 (the "“Offering Size"”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's ’s Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "“Maximum Amount"”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "“business day" ” means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' ’ respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "“at the market offering" ” as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's ’s prior written approval. (vi) The compensation Subject to the Agent terms and conditions herein, the transaction fee payable for sales of the Shares, as an agent of Shares (the Company, “Transaction Fee”) shall be a transaction fee (the "Transaction Fee") equal to two up to three percent (2.03.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "“Net Proceeds"”). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during following the term effective date of this Agreement, the Registration Statement on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to having an aggregate offering price of US$5,000,000 up to $99,500,000 (the "“Offering Size"”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Ordinary Shares registered on the Registration Statement, Statement pursuant to which the Offering is being made, or (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares Offering to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if then applicable, General Instruction I.B.5 of Form F-3 F-3) (the lesser of (a), (b) and (cb), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. As “Business Day”, as used herein, the terms "business day" means shall mean any day (other than Saturday, Sunday or any federal holiday in the United States) in other day on which commercial banks in New YorkTxx Xxxx xx Xxx Xxxx, Xxxxxx, Xxxxxxxxx or Auckland, New York Zealand are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent customers on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such saleday. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Company and Agent for acknowledge and agree that no sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold made pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of Agreement until such sales, shall constitute time as the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended Registration Statement has been declared effective by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this AgreementCommission. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting Agent as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size"); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell for and on behalf of the Company, the Shares on the following terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Noticeconditions; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its covenants and obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (Ai) there can be no assurance that the Agent will be successful in selling the Shares, and (Bii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this AgreementSection 2. (vi) The Agent may Each time that the Company wishes to issue and sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities hereunder (each, an "Alternative Transaction"a “Placement”), it will notify the terms Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of shares of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one Trading Day (as defined below) and conditions any minimum price below which sales may not be made, a form of which containing such offering minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be memorialized in a separate agreement, addressed to each of the terms of which shall provide a customary fee to individuals from the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in on Schedule F hereto (2, as it such Schedule 2 may be amended by the Agent from time to time, subject to . The Placement Notice shall be effective upon receipt by the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued Agent unless and until (i) in connection accordance with the Alternative Transaction. In additionnotice requirements set forth in Section 2(a)(iii) of this Agreement, the Agent shall be entitled declines to a Transaction Fee accept the terms contained therein for any reason, in its sole discretion, (whether in connection in ii) the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number entire amount of the Shares sold have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 2(a)(iii) below, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on such daythe earlier dated Placement Notice, or (v) this Agreement has been terminated under the aggregate gross sale proceeds, the Net Proceeds provisions of Section 7. The amount of any commission or other compensation to the Company, and the compensation payable be paid by the Company to the Agent in connection with the sale of the Shares shall be calculated in accordance with the terms set forth in Section 2(a)(v) below. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to such sales. (ix) All a Placement or any Shares sold pursuant to this Section 3(a) will be delivered by unless and until the Company delivers a Placement Notice to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine Agent does not decline such Placement Notice pursuant to Rule 15c6-1(a) under the Exchange Actterms set forth above, each such time and date then only upon the terms specified therein and herein. In the event of delivery being herein referred to as a "conflict between the terms of this Agreement and the terms of the Placement Notice, the terms of the Placement Notice will control. For the purposes hereof, “Trading Day” means any day on which the Company’s Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted.

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size")9,466,366; provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares Stock registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended Stock or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3 (the lesser of (a), (b) and (c), the "“Maximum Amount"”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "“business day" ” means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a2(a) shall be equal to the market price for the Common Shares Stock sold by the Agent under this Section 3(a2(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which Common Shares Stock are purchased and sold on the principal market on which the Common Shares Stock are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to having an aggregate offering price of US$5,000,000 up to $15,000,000 (the "“Offering Size"”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Shares Stock registered on the Registration Statement, Statement pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Shares Stock under the Company's Third Amended and Restated Articles ’s Certificate of Incorporation, as amended or (c) would cause the Company or the offering of the Shares Offering to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if then applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3) (the lesser of (a), (b) and (c), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice of the Maximum Amount available for sale of the Shares no less than one (1) business day Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. As “Business Day”, as used herein, the terms "business day" means shall mean any day (other than Saturday, Sunday or any federal holiday in the United States) in other day on which commercial banks in New York, The City of New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile authorized or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to remain closed; provided that banks shall not be an "deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance direction of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only authority if such Alternative Transaction is consummated within the nine banks’ electronic funds transfer systems (9including for wire transfers) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be are open for use by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold customers on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during following the term effective date of this Agreement, the Registration Statement on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to having an aggregate offering price of US$5,000,000 up to $20,000,000 (the "“Offering Size"”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Ordinary Shares registered on the Registration Statement, Statement pursuant to which the Offering is being made, or (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares Offering to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if then applicable, General Instruction I.B.5 of Form F-3 F-3) (the lesser of (a), (b) and (cb), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. As “Business Day”, as used herein, the terms "business day" means shall mean any day (other than Saturday, Sunday or any federal holiday in the United States) in other day on which commercial banks in New York, The City of New York or London, England are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold customers on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting Agent as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size"); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell for and on behalf of the Company, the Shares on the following terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Noticeconditions; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. (i) The Shares are to be sold by the Agent on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that is a trading day for the Nasdaq Global Market (other than a day on which the Nasdaq Global Market is scheduled to close prior to its regular weekday closing time). The Company will designate the maximum amount of the Shares to be sold by the Agent daily as agreed to by the Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement. The gross sales price of the Shares sold under this Section 3(a2(a) shall be equal to the market price for shares of the Company’s Common Shares Stock sold by the Agent under this Section 3(a2(a) on the NASDAQ Capital Nasdaq Global Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iiiii) The Notwithstanding the foregoing, the Company may instruct the Agent by telephone (confirmed promptly by facsimile) not to sell the Shares if such sales cannot be effected at or above the price designated by the Company in any such instruction. Furthermore, the Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its commercially reasonable efforts to sell, any Share at a price lower than the minimum price therefor designated from time to time by the Company’s Board of Directors (or a Committee thereof) and notified to the Agent in writing. In addition, the Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other partyfacsimile), suspend the Offering for any reason and at any timeoffering of the Shares, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by to the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' ’ respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent giving of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iviii) The Agent hereby covenants and agrees not to make any sales of the Shares on behalf of the Company, pursuant to this Section 2(a), other than (A) by means of ordinary brokers’ transactions between members of The Nasdaq Stock Market that qualify for delivery of a Prospectus to The Nasdaq Stock Market in accordance with Rule 153 under the Act (such transactions are hereinafter referred to as “At the Market Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent. The Company acknowledges and agrees that (Ain the event a sale of the Shares on behalf of the Company would constitute the sale of a “block” under Rule 10b-18(a)(5) there can be no assurance that under the Exchange Act or a “distribution” within the meaning of Rule 100 of Regulation M under the Exchange Act or the Agent will reasonably believes it may be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be deemed an "at the market offering" as defined in Rule 415 “underwriter” under the Securities Act, including without limitation sales made directly on the NASDAQ Capital MarketCompany will provide to the Agent, at the Agent’s request and upon reasonable advance notice to the Company, on any or prior to each applicable Settlement Date, the opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 3 hereof that the Company would be required to provide to the Agent in connection with a sale of the Shares pursuant to a Terms Agreement, each dated as of such Settlement Date, and such other existing trading market for documents and information as the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approvalreasonably request. (viiv) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) 3% of the gross sales price of all the Shares sold pursuant to this Section 3(a2(a), and such rate of compensation shall not apply when the Agent acts as principal but in no event shall such compensation when the Agent acts as principal exceed 8% of the gross sales price of the Shares. The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "“Net Proceeds"”). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viiiv) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Nasdaq Global Market each day in which the Shares are sold under this Section 3(a2(a) setting forth the number amount of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ixvi) All Shares sold pursuant to this Section 3(a2(a) will be delivered by the Company to Agent for the accounts of the Agent against payment of the Net Proceeds therefor by wire transfer of same day funds payable to the order of the Company at 9:00 a.m. Central time on the second third full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "“

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to having an aggregate offering price of US$up to $5,000,000 (the "“Offering Size"”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Ordinary Shares registered on the Registration Statement, Statement pursuant to which the Offering is being made, or (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares Offering to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if then applicable, General Instruction I.B.5 of Form F-3 F-3) (the lesser of (a), (b) and (c), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. As “Business Day”, as used herein, the terms "business day" means shall mean any day (other than Saturday, Sunday or any federal holiday in the United States) in other day on which commercial banks in New YorkTxx Xxxx xx Xxx Xxxx, Xxxxxx, Xxxxxxxxx or Auckland, New York Zealand are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold customers on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to Sxxxxx having an aggregate offering price of US$5,000,000 up to $6,300,000 (the "“Offering Size"”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Ordinary Shares registered on the Registration Statement, Statement pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Ordinary Shares under the Company's Third ’s Amended and Restated Memorandum and Articles of IncorporationAssociation, as amended or (“Articles”), (c) would cause the Company or the offering of the Shares Offering to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if then applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3), or (d) exceed the number or dollar amount of Ordinary Shares for which the Company has filed a Prospectus Supplement (the lesser of (a), (b), (c) and (cd), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. As “Business Day”, as used herein, the terms "business day" means shall mean any day (other than Saturday, Sunday or any federal holiday in the United States) in other day on which commercial banks in New York, The City of New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile authorized or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to remain closed; provided that banks shall not be an "deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance direction of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only authority if such Alternative Transaction is consummated within the nine banks’ electronic funds transfer systems (9including for wire transfers) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be are open for use by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold customers on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to having an aggregate offering price of US$5,000,000 up to $20,000,000 (the "“Offering Size"”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Shares Stock registered on the Registration Statement, Statement pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares Stock under the Company's Third Amended and Restated Articles of IncorporationCharter, as amended or (c) would cause the Company or the offering of the Shares Offering to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if then applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3), or (d) exceeds the number of Shares or dollar amount of Common Stock for which the Company has filed a prospectus supplement (the lesser of (a), (b), (c) and (cd), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. As “Business Day”, as used herein, the terms "business day" means shall mean any day (other than Saturday, Sunday or any federal holiday in the United States) in other day on which commercial banks in New York, The City of New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile authorized or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to remain closed; provided that banks shall not be an "deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance direction of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only authority if such Alternative Transaction is consummated within the nine banks’ electronic funds transfer systems (9including for wire transfers) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be are open for use by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold customers on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to having an aggregate offering price of US$5,000,000 up to $15,000,000 (the "“Offering Size"”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Shares Stock registered on the Registration Statement, Statement pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Shares Stock under the Company's Third Amended and ’s Restated Articles Certificate of Incorporation, as amended or (c) would cause the Company or the offering of the Shares Offering to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if then applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3) (the lesser of (a), (b) and (c), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto hereto) (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, in the Transaction Notice and in accordance with the terms set forth in, the Transaction Noticeherein; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a2(a) shall be equal to the market price for the Common Shares Stock sold by the Agent under this Section 3(a2(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which shares of Common Shares Stock are purchased and sold on the principal market on which the Common Shares are Stock is listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 30,000,000 (the "“Offering Size"); Size”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated ’s Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if then applicable, General Instruction I.B.5 of Form F-3 F-3) (the lesser of (a), (b) and (c), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail email to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail email to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; contrary; provided, however, that such suspension or termination shall not affect or impair the parties' ’ respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "“at the market offering" ” as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's ’s prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all for the Shares sold pursuant to this Section 3(a)sold. The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "“Net Proceeds"”). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ixviii) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as the Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "“Settlement Date.” On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds from the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares by the Company or its transfer agent (i) to the Agent or its designee’s account (provided the Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company (“DTC”) or (ii) by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases (provided that such Shares were sold pursuant to the Registration Statement) shall be freely tradable, transferable, registered shares in good deliverable form, in return for payment in same day funds delivered to an account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the Net Proceeds on any Settlement Date for the shares delivered by the Company, the Agent will pay the Company interest based on the effective prime rate until such proceeds, together with such interest, have been fully paid. (ix) Under no circumstances shall the Company cause or request the offer or sale of any Shares if, after giving effect to the sale of such Shares, the aggregate gross sales proceeds sold pursuant to this Agreement would exceed the lesser of (A) together with all sales of Shares under this Agreement, the Maximum Amount, and (B) the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing. Under no circumstances shall the Company cause or request the offer or sale of any Shares at a price lower than the minimum price authorized from time to time by the Company’s board of directors, duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing. (x) Unless the exceptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are satisfied with respect to the Shares, the Company shall give the Agent at least one Business Day’s prior notice of its intent to sell any Shares in order to allow the Agent time to comply with Regulation M. As used herein, the term “Business Day” shall mean any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for use by customers on such day.

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the AgentAgent or any of its sub-agent(s) or other designees, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size")3,000,000; provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares Stock registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares Stock under the Company's Third Amended and Restated Articles ’s articles of Incorporationincorporation, as amended or amended, (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if applicable, including General Instruction I.B.5 I.B.6 of Form F-3 S-3), (d) or dollar amount of Shares of Common Stock that exceeds the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing, or (e) exceeds the number or dollar amount of Shares of Common Stock for which the Company has filed the Prospectus or other prospectus supplement specifically relating to the Offering of the Shares (the lesser least of (a), (b) and ), (c), (d) and (e), the "“Maximum Amount"”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "“business day" ” means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during following the term effective date of this Agreement, the Registration Statement on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to having an aggregate offering price of US$5,000,000 up to $300,000,000 (the "“Offering Size"”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Ordinary Shares registered on the Registration Statement, Statement pursuant to which the Offering is being made, or (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares Offering to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if then applicable, General Instruction I.B.5 of Form F-3 F-3) (the lesser of (a), (b) and (cb), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. As “Business Day”, as used herein, the terms "business day" means shall mean any day (other than Saturday, Sunday or any federal holiday in the United States) in other day on which commercial banks in New YorkTxx Xxxx xx Xxx Xxxx, Xxxxxx, Xxxxxxxxx or Auckland, New York Zealand are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent customers on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such saleday. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Company and Agent for acknowledge and agree that no sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold made pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of Agreement until such sales, shall constitute time as the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended Registration Statement has been declared effective by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this AgreementCommission. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting Agent as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size"); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell for and on behalf of the Company, the Shares on the following terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Noticeconditions; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its covenants and obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (Ai) there can be no assurance that the Agent will be successful in selling the Shares, and (Bii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this AgreementSection 2. (vi) The Agent may Each time that the Company wishes to issue and sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities hereunder (each, an "Alternative Transaction"a “Placement”), it will notify the terms Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of shares of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one Trading Day (as defined below) and conditions any minimum price below which sales may not be made, a form of which containing such offering minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be memorialized in a separate agreement, addressed to each of the terms of which shall provide a customary fee to individuals from the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in on Schedule F hereto (2, as it such Schedule 2 may be amended by the Agent from time to time. The Placement Notice shall be effective upon receipt by the Agent unless and until (i) in accordance with the notice requirements set forth in Section 2(a)(iii) of this Agreement, the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Shares subject to the Company's written consentPlacement Notice or set forth in the Sales Prospectus have been sold, (iii) the "Introduced Investors"), including Company suspends or terminates the gross proceeds derived from the exercise of warrants issued Placement Notice in connection accordance with the Alternative Transactionnotice requirements set forth in Section 2(a)(iii) below, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 7. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to The amount of any public or private offering commission or other financing or capital-raising transactions of the Company or any Subsidiary compensation to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable paid by the Company to the Agent in connection with the sale of the Shares shall be calculated in accordance with the terms set forth in Section 2(a)(v) below. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to such sales. (ix) All a Placement or any Shares sold pursuant to this Section 3(a) will be delivered by unless and until the Company delivers a Placement Notice to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine Agent does not decline such Placement Notice pursuant to Rule 15c6-1(a) under the Exchange Actterms set forth above, each such time and date then only upon the terms specified therein and herein. In the event of delivery being herein referred to as a "conflict between the terms of this Agreement and the terms of the Placement Notice, the terms of the Placement Notice will control. For the purposes hereof, “Trading Day” means any day on which the Company’s Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted.

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 14,250,000 (the "Offering Size"); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size")10,000,000; provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "“Maximum Amount"”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "“business day" ” means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' ’ respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "“at the market offering" ” as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's ’s prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "“Transaction Fee"”) equal to two three percent (2.03.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "“Net Proceeds"”). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's ’s equity, equity-linked or debt securities (each, an "“Alternative Transaction"”), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's ’s related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.56.0%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors")Transaction, including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in with the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by investors or lenders introduced to the Introduced InvestorsCompany by the Agent, but only if such Alternative Transaction is consummated within the nine twelve (912) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "“Settlement Date.” On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds from the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares by the Company or its transfer agent (i) to the Agent or its designee’s account (provided the Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company (“DTC”) or (ii) by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases (provided that such Shares were sold pursuant to the Registration Statement) shall be freely tradable, transferable, registered shares in good deliverable form, in return for payment in same day funds delivered to an account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) pay the Agent any commission to which it would otherwise be entitled absent such default against payment of the Net Proceeds therefor by wire transfer of same day funds payable to the order of the Company at 9:00 a.m. New York City time. If the Agent breaches this Agreement by failing to deliver the Net Proceeds on any Settlement Date for the shares delivered by the Company, the Agent will pay the Company interest based on the effective prime rate until such proceeds, together with such interest, have been fully paid. (x) Under no circumstances shall the Company cause or request the offer or sale of any Shares if, after giving effect to the sale of such Shares, the aggregate gross sales proceeds sold pursuant to this Agreement would exceed the lesser of (A) together with all sales of Shares under this Agreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing. Under no circumstances shall the Company cause or request the offer or sale of any Shares at a price lower than the minimum price authorized from time to time by the Company’s board of directors, duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing. Further, under no circumstances shall the aggregate offering amount of the Shares sold pursuant to this Agreement, including any separate underwriting or similar agreement covering principal transactions, exceed the Maximum Amount. (xi) Unless the exceptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are satisfied with respect to the Shares, the Company shall give the Agent at least one business day’s prior notice of its intent to sell any Shares in order to allow the Agent time to comply with Regulation M. (xii) The Company agrees that during the term of this Agreement, any offer to sell, any solicitation of an offer to buy, or any sales of Shares in an “at the market offering” as defined in Rule 415 under the Securities Act, including pursuant to Section 4(o) of this Agreement, shall only be effected by or through the Agent; provided, however, that the foregoing limitation shall not apply to the exercise of any outstanding option or warrant described in the Registration Statement and the Prospectus.

At the Market Sales. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting Agent as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size"); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell for and on behalf of the Company, the Shares on the following terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Noticeconditions; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its covenants and obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement4 hereof. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (Ai) there can be no assurance that the Agent will be successful in selling the Shares, Shares and (Bii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this AgreementSection 2. (vi) The Agent may Each time that the Company wishes to issue and sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities hereunder (each, an "Alternative Transaction"a “Placement”), it will notify the terms Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of shares of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one Trading Day (as defined below) and conditions any minimum price below which sales may not be made, a form of which containing such offering minimum sales parameters is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be memorialized in a separate agreement, addressed to each of the terms of which shall provide a customary fee to individuals from the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in on Schedule F hereto (2 hereto, as it such schedule may be amended by the Agent from time to time, subject to . The Placement Notice shall be effective upon receipt by the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued Agent unless and until (i) in connection accordance with the Alternative Transaction. In additionnotice requirements set forth in Section 2(a)(iii) hereof, the Agent shall be entitled declines to a Transaction Fee accept the terms contained therein for any reason, in its sole discretion, (whether in connection in ii) the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number entire amount of the Shares sold have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 2(a)(iii) hereof, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on such day, the aggregate gross sale proceeds, earlier dated Placement Notice or (v) this Agreement has been terminated under the Net Proceeds provisions of Section 7 hereof. The amount of any Sales Commission (as defined below) or other compensation to the Company, and the compensation payable be paid by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6US-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "DOCS\95271282.8

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, such number or dollar amount of Shares not to exceed the Shares up to an aggregate offering price of US$5,000,000 Maximum Amount (as defined below) (the "“Offering Size"”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of shares of Common Shares Stock registered on the Registration Statement, Statement pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued shares of Common Shares Stock under the Company's Third Amended and Restated Articles ’s Certificate of Incorporation, as amended or (“Certificate of Incorporation”), (c) would cause the Company or the offering of the Shares Offering to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if then applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3), or (d) exceed the number or dollar amount of Common Stock for which the Company has filed a Prospectus Supplement (the lesser of (a), (b), (c) and (cd), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. As “Business Day”, as used herein, the terms "business day" means shall mean any day (other than Saturday, Sunday or any federal holiday in the United States) in other day on which commercial banks in New York, The City of New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile authorized or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to remain closed; provided that banks shall not be an "deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance direction of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only authority if such Alternative Transaction is consummated within the nine banks’ electronic funds transfer systems (9including for wire transfers) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be are open for use by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold customers on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting Agent as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size"); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell for and on behalf of the Company, the Shares on the following terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Noticeconditions; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its covenants and obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (Ai) there can be no assurance that the Agent will be successful in selling the Shares, and (Bii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this AgreementSection 2. (vi) The Agent may Each time that the Company wishes to issue and sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities hereunder (each, an "Alternative Transaction"a “Placement”), it will notify the terms Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of shares of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one Trading Day (as defined below) and conditions any minimum price below which sales may not be made, a form of which containing such offering minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be memorialized in a separate agreement, addressed to each of the terms of which shall provide a customary fee to individuals from the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in on Schedule F hereto (2, as it such Schedule 2 may be amended by the Agent from time to time, subject to . The Placement Notice shall be effective upon receipt by the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued Agent unless and until (i) in connection accordance with the Alternative Transaction. In additionnotice requirements set forth in Section 2(a)(iii) of this Agreement, the Agent shall be entitled declines to a Transaction Fee accept the terms contained therein for any reason, in its sole discretion, (whether in connection in ii) the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number entire amount of the Shares sold have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 2(a)(iii) below, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on such daythe earlier dated Placement Notice, or (v) this Agreement has been terminated under the aggregate gross sale proceeds, the Net Proceeds provisions of Section 7. The amount of any commission or other compensation to the Company, and the compensation payable be paid by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "in connection

At the Market Sales. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting Agent as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size"); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell for and on behalf of the Company, the Shares on the following terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Noticeconditions; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its covenants and obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (Ai) there can be no assurance that the Agent will be successful in selling the Shares, and (Bii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this AgreementSection 2. (vi) The Agent may Each time that the Company wishes to issue and sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities hereunder (each, an "Alternative Transaction"a “Placement”), it will notify the terms Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of shares of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one Trading Day (as defined below) and conditions any minimum price below which sales may not be made, a form of which containing such offering minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be memorialized in a separate agreement, addressed to each of the terms of which shall provide a customary fee to individuals from the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in on Schedule F hereto (2, as it such Schedule 2 may be amended by the Agent from time to time, subject to . The Placement Notice shall be effective upon receipt by the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued Agent unless and until (i) in connection accordance with the Alternative Transaction. In additionnotice requirements set forth in Section 2(a)(iii) of this Agreement, the Agent shall be entitled declines to a Transaction Fee accept the terms contained therein for any reason, in its sole discretion, (whether in connection in ii) the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number entire amount of the Shares sold have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 2(a)(iii) below, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on such daythe earlier dated Placement Notice, or (v) this Agreement has been terminated under the aggregate gross sale proceeds, the Net Proceeds provisions of Section 7. The amount of any commission or other compensation to the Company, and the compensation payable be paid by the Company to the Agent in connection with the sale of the Shares shall be calculated in accordance with the terms set forth in Section 2(a)(v) below. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to such sales. (ix) All a Placement or any Shares sold pursuant to this Section 3(a) will be delivered by unless and until the Company delivers a Placement Notice to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine Agent does not decline such Placement Notice pursuant to Rule 15c6-1(a) under the Exchange Actterms set forth above, each such time and date then only upon the terms specified therein and herein. In the event of delivery being herein referred to as a "conflict between the terms of this Agreement and the terms of the Placement Notice, the terms of the Placement Notice will control. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted.

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (10,000,0000, it being acknowledged and agreed that the "Offering Size")an aggregate of US$2,915,682 worth of Shares have previously been sold under the Agreement, leaving the Agent authorized to sell a total of US$7,084,318 pursuant to the terms of this Agreement; provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during after the term effectiveness of this Agreementthe Registration Statement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 $9,000,000 of Shares (the "Offering Size"); provided, however, that in no event shall “Maximum Amount”) subject to the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use limitations required by General Instruction I.B.6 of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such complianceS-3. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement, provided that such notice may not be provided prior to the effectiveness of the Registration Statement. As used herein, The Company acknowledges and agrees that it may not provide any instruction or notice to the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in Agent relating to the United States) in which commercial banks in New York, New York are open for businesssale of the Shares prior to the effectiveness of the Registration Statement. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company inCompany, and in accordance with the terms set forth inherein, in the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement4. The gross sales price of the Shares sold under this Section 3(a2(a) shall be equal to the market price for the Common Shares Stock sold by the Agent under this Section 3(a2(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which shares of Common Shares Stock are purchased and sold on the principal market on which the Common Shares are Stock is listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting Agent as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size"); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if applicable, General Instruction I.B.5 of Form F-3 (the lesser of (a), (b) and (c), the "Maximum Amount")). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "business day" means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell for and on behalf of the Company, the Shares on the following terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Noticeconditions; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such sale. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (Ai) there can be no assurance that the Agent will be successful in selling the Shares, and (Bii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this AgreementSection 2. (vi) The Agent may Each time that the Company wishes to issue and sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities hereunder (each, an "Alternative Transaction"a “Placement”), it will notify the terms Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Shares to be sold, which shall at a minimum include the number of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one Trading Day (as defined below) and conditions any minimum price below which sales may not be made, a form of which containing such offering minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be memorialized in a separate agreement, addressed to each of the terms of which shall provide a customary fee to individuals from the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in on Schedule F hereto (2, as it such Schedule 2 may be amended by the Agent from time to time, subject to . The Placement Notice shall be effective upon receipt by the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued Agent unless and until (i) in connection accordance with the Alternative Transaction. In additionnotice requirements set forth in Section 2(a)(iii), the Agent shall be entitled declines to a Transaction Fee accept the terms contained therein for any reason, in its sole discretion, (whether in connection in ii) the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number entire amount of the Shares sold on such dayhave been sold, (iii) in accordance with the notice requirements set forth in Section 2(a)(iii) below, the aggregate gross sale proceedsCompany suspends or terminates the Placement Notice, (iv) the Net Proceeds Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 7. The amount of any discount, commission or other compensation to the Company, and the compensation payable be paid by the Company to the Agent in connection with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts sale of the Agent on Shares shall be calculated in accordance with the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "terms set forth in Section 2(a)(v)

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during following the term effective date of this Agreement, the Registration Statement on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to having an aggregate offering price of US$5,000,000 up to $50,000,000 (the "“Offering Size"”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Ordinary Shares registered on the Registration Statement, Statement pursuant to which the Offering is being made, or (b) exceeds the number of authorized but unissued Common Shares under the Company's Third Amended and Restated Articles of Incorporation, as amended or (c) would cause the Company or the offering of the Shares Offering to not satisfy the eligibility and transaction requirements for use of Form F-3 (including, if then applicable, General Instruction I.B.5 of Form F-3 F-3) (the lesser of (a), (b) and (cb), the "“Maximum Amount")”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day Business Day prior to the date on which it makes the initial sale of Shares under this Agreement. As “Business Day”, as used herein, the terms "business day" means shall mean any day (other than Saturday, Sunday or any federal holiday in the United States) in other day on which commercial banks in New York, The City of New York or London, England are authorized or required by law to remain closed; provided that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place,” “non-essential employee” or similar closure of physical branch locations at the direction of any governmental authority if such banks’ electronic funds transfer systems (including for wire transfers) are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "Transaction"), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "Transaction Notice") as to the maximum number of Shares to be sold by the Agent customers on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement. The gross sales price of the Shares sold under this Section 3(a) shall be equal to the market price for the Common Shares sold by the Agent under this Section 3(a) on the NASDAQ Capital Market at the time of such saleday. For the purposes hereof, "Trading Day" means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Company and Agent for acknowledge and agree that no sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold made pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of Agreement until such sales, shall constitute time as the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended Registration Statement has been declared effective by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this AgreementCommission. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "

At the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, acting as sales agent, the Shares up to an aggregate offering price of US$5,000,000 (the "Offering Size")4,500,000; provided, however, that in no event shall the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Shares Stock registered on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common Shares Stock under the Company's Third Amended and Restated Articles ’s certificate of Incorporationincorporation, as amended or amended, (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form F-3 S-3 (including, if applicable, General Instruction I.B.5 I.B.6 of Form F-3 S-3, (d) or dollar amount of Shares of Common Stock that exceeds the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing, or (e) exceeds the number or dollar amount of Shares of Common Stock for which the Company has filed the Prospectus or other prospectus supplement specifically relating to the offering of the Shares pursuant to this Agreement (the lesser of (a), (b) and ), (c), (d) and (e), the "“Maximum Amount"”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(a2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date on which it makes the initial sale of Shares under this Agreement. As used herein, the terms "“business day" ” means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York are open for business. (i) For purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company (including in the event the Company increases the Offering Size) for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable efforts to sell the Shares on the terms and subject to the conditions stated herein. (ii) Each time the Company wishes to issue and sell the Shares hereunder (each, a "“Transaction"”), it will notify the Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto), using a form substantially similar to that set forth on Schedule C hereto (a "“Transaction Notice"”) as to the maximum number of Shares to be sold by the Agent on such day and in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below), and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), ) and shall be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule B and Schedule D may be amended from time to time. The Transaction Notice shall be effective upon receipt by the Agent unless and until (i) the Agent declines to accept for any reason, in its sole discretion, (ii) the entire amount of the Shares have been sold, (iii) the Company suspends or terminates the Transaction Notice in accordance with the notice requirements set forth in this Section 2, (iv) the Company issues a subsequent Transaction Notice with parameters superseding those on the earlier dated Transaction Notice, or (v) this Agreement has been terminated under the provisions of Section 7. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 4 of this Agreement. The gross sales price of the Shares sold under this Section 3(a2(a) shall be equal to the market price for the Common Shares Stock sold by the Agent under this Section 3(a2(a) on the NASDAQ Capital Market Nasdaq at the time of such sale. For the purposes hereof, "“Trading Day" ” means any day on which Common Shares Stock are purchased and sold on the principal market on which the Common Shares Stock are listed or quoted. (iii) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent of such notice. Each of the parties agrees that no such notice under this Section 3(a)(iii) shall be effective against the other unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time. (iv) The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase shares on a principal basis pursuant to this Agreement. (v) The Agent may sell Shares by any method permitted by law to be an "at the market offering" as defined in Rule 415 under the Securities Act, including without limitation sales made directly on the NASDAQ Capital Market, on any other existing trading market for the Common Shares or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance of doubt, shall not include block trades initiated on the NASDAQ Capital Market) with the Company's prior written approval. (vi) The compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a transaction fee (the "Transaction Fee") equal to two percent (2.0%) of the gross sales price of all the Shares sold pursuant to this Section 3(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the "Net Proceeds"). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. (vii) In the event the Company and the Agent mutually determine that instead of proceeding with the Offering to proceed with (or concurrently with the Offering engage in) a different offering of the Company's equity, equity-linked or debt securities (each, an "Alternative Transaction"), the terms and conditions of such offering shall be memorialized in a separate agreement, the terms of which shall provide a customary fee to the Agent as well as reimbursement of Agent's related legal fees and disbursements as agreed to between the parties; provided, that the Company shall pay the Agent a cash fee of six and one-half percent (6.5%) of the gross proceeds of the Alternative Transaction from sales to the investors set forth in Schedule F hereto (as it may be amended by the Agent from time to time, subject to the Company's written consent, the "Introduced Investors"), including the gross proceeds derived from the exercise of warrants issued in connection with the Alternative Transaction. In addition, the Agent shall be entitled to a Transaction Fee (whether in connection in the Offering or the Alternative Transaction) with respect to any public or private offering or other financing or capital-raising transactions of the Company or any Subsidiary to the extent such financing or capital is provided to the Company or any such Subsidiary by the Introduced Investors, but only if such Alternative Transaction is consummated within the nine (9) month period from the date hereof. This Section 3(a)(vii) shall survive the termination of this Agreement. (viii) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NASDAQ Capital Market each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. (ix) All Shares sold pursuant to this Section 3(a) will be delivered by the Company to Agent for the accounts of the Agent on the second full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a "