Common use of Certain Representations; Reservation and Availability of Shares of Common Stock or Cash Clause in Contracts

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of the date hereof, 674,998 shares are issued and outstanding, 428 shares are reserved for issuance upon exercise of outstanding options issued under the Company’s stock option plans, 898,444 shares are reserved for issuance upon exercise of outstanding warrants to purchase Company Stock, 143 shares of Common Stock reserved for issuance upon conversion of Series B Preferred Stock (the “Series B Preferred Stock”), including in respect of accrued and unpaid dividends of approximately $1.0 million through as of the date hereof, and (ii) either (x) if the holders of Series B Preferred Stock elect to exchange into our registered direct and private placement offering from January 2021, up to 157 additional shares of Common Stock issuable upon conversion of Series C Convertible Preferred Stock and up to 157 shares of Common Stock issuable upon exercise of warrants or (y) if the holders of Series B Preferred Stock elect to exchange into our sales made on November 30, 2021, at a price of $10,985.94 per share, pursuant to our At The Market Offering Agreement dated May 26, 2021 (the “ATM Agreement”) (such price being the lowest price per share sold under the ATM Agreement to date and eligible for the holders of the Series B Preferred Stock to exchange into), up to 454 additional shares of Common Stock, in each case that may be issued pursuant to the exchange right in excess of amounts currently underlying Series B Preferred Stock. There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company except as set forth in reports filed by the Company with the Securities and Exchange Commission. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (b) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company's and the Warrant Agent's reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due execution authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the HoldersHolders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereofthereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereofhereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 100,000,000 250,000,000 shares of Common Stock, of which as 24,729,583 shares of the date hereof, 674,998 shares Common Stock are issued and outstanding, 428 and (ii)130,000,000 shares of undesignated preferred stock, par value $0.01 per share, 7,392 of which are designated Series A Convertible Preferred Stock, 0 of which are issued and outstanding, 15,000 of which are designated Series B Preferred Stock, 26 of which are issued and outstanding, and 9,440 of which are designated Series C Preferred Stock, 50 of which are issued and outstanding. 61,664,064 shares of Common Stock are reserved for issuance upon exercise of outstanding options issued under the Company’s stock option plansWarrants. Except as disclosed in the Registration Statement, 898,444 shares are reserved for issuance upon exercise of outstanding warrants to purchase Company Stock, 143 shares of Common Stock reserved for issuance upon conversion of Series B Preferred Stock (the “Series B Preferred Stock”), including in respect of accrued and unpaid dividends of approximately $1.0 million through as of the date hereof, and (ii) either (x) if the holders of Series B Preferred Stock elect to exchange into our registered direct and private placement offering from January 2021, up to 157 additional shares of Common Stock issuable upon conversion of Series C Convertible Preferred Stock and up to 157 shares of Common Stock issuable upon exercise of warrants or (y) if the holders of Series B Preferred Stock elect to exchange into our sales made on November 30, 2021, at a price of $10,985.94 per share, pursuant to our At The Market Offering Agreement dated May 26, 2021 (the “ATM Agreement”) (such price being the lowest price per share sold under the ATM Agreement to date and eligible for the holders of the Series B Preferred Stock to exchange into), up to 454 additional shares of Common Stock, in each case that may be issued pursuant to the exchange right in excess of amounts currently underlying Series B Preferred Stock. There there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company except as set forth in reports filed by the Company with the Securities and Exchange CommissionCompany. (ac) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (bd) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company's and the Warrant Agent's ’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due execution authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the HoldersHolders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 five hundred million (500,000,000) shares of common stock, of which approximately 40,722,944 shares of Common Stock, of which as of the date hereof, 674,998 shares Stock are issued and outstandingoutstanding as of September 15, 428 2022, and 34,500,000 shares of Common Stock are reserved for issuance upon exercise of outstanding options issued under the Company’s stock option plans, 898,444 shares are reserved for issuance upon exercise of outstanding warrants to purchase Company Stock, 143 shares of Common Stock reserved for issuance upon conversion of Series B Preferred Stock (the “Series B Preferred Stock”), including in respect of accrued and unpaid dividends of approximately $1.0 million through as of the date hereofWarrants, and (ii) either ten million (x10,000,000) if the holders of Series B Preferred Stock elect to exchange into our registered direct and private placement offering from January 2021, up to 157 additional shares of Common Stock issuable upon conversion of Series C Convertible Preferred Stock and up to 157 shares of Common Stock issuable upon exercise of warrants or (y) if the holders of Series B Preferred Stock elect to exchange into our sales made on November 30preferred stock, 2021, at a price of par value $10,985.94 0.001 per share, pursuant to our At The Market Offering Agreement dated May 26of which 835,950 shares are issued and outstanding as of September 15 2022. Except as disclosed in the Registration Statement, 2021 (the “ATM Agreement”) (such price being the lowest price per share sold under the ATM Agreement to date and eligible for the holders of the Series B Preferred Stock to exchange into), up to 454 additional shares of Common Stock, in each case that may be issued pursuant to the exchange right in excess of amounts currently underlying Series B Preferred Stock. There there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company except as set forth in reports filed by the Company with the Securities and Exchange CommissionCompany. (ac) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (b) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company's and the Warrant Agent's reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due execution authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the HoldersHolders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 95,000,000 shares of Common Stock, of which as approximately 3,838,483 shares of the date hereof, 674,998 shares Common Stock are issued and outstandingoutstanding as of August 8, 428 2019, 288,183 shares of Common Stock are issuable upon the exercise of stock options, 1,543,596 shares of Common Stock are issuable upon the exercise of outstanding warrants, 491,817 shares of Common Stock reserved for future issuance under our 2017 Omnibus Equity Incentive Plan, 7,813 shares of Common Stock are issuable upon exchange of Exchangeable Shares of 0959456 B.C. Ltd., a British Columbia corporation and 7,762,500 shares of Common Stock are reserved for issuance upon exercise of outstanding options issued under the Company’s stock option plansWarrants; and (ii) 5,000,000 shares of preferred stock, 898,444 par value $0.001 per share, of which 278,530 shares are reserved for issuance upon exercise of outstanding warrants to purchase Company Series A Preferred Stock, 143 648,613 shares of Common Stock reserved for issuance upon conversion of Series B Preferred Stock (the “Series B Preferred Stock”), including in respect of accrued and unpaid dividends of approximately $1.0 million through as of the date hereof, and (ii) either (x) if the holders one share of Series B Special Voting Preferred Stock elect to exchange into our registered direct are issued and private placement offering from January 2021outstanding. Except as disclosed in the Registration Statement, up to 157 additional shares of Common Stock issuable upon conversion of Series C Convertible Preferred Stock and up to 157 shares of Common Stock issuable upon exercise of warrants or (y) if the holders of Series B Preferred Stock elect to exchange into our sales made on November 30, 2021, at a price of $10,985.94 per share, pursuant to our At The Market Offering Agreement dated May 26, 2021 (the “ATM Agreement”) (such price being the lowest price per share sold under the ATM Agreement to date and eligible for the holders of the Series B Preferred Stock to exchange into), up to 454 additional shares of Common Stock, in each case that may be issued pursuant to the exchange right in excess of amounts currently underlying Series B Preferred Stock. There there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company except as set forth in reports filed by the Company with the Securities and Exchange CommissionCompany. (ac) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (bd) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company's and the Warrant Agent's ’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as 4,035,696 shares of the date hereof, 674,998 shares Common Stock are issued and outstanding, 428 and 11,500,000 shares of Common Stock are reserved for issuance upon exercise of the Warrants, (ii) 10,000,000 shares of preferred stock, (A) of which 3,700 shares have been designated Series A Convertible Preferred Stock, 3,700 of which are issued and outstanding options issued under the Company’s stock option plans, 898,444 and 12,333,333 shares of Common Stock are reserved for issuance upon exercise conversion of outstanding warrants to purchase Company the Series A Convertible Preferred Stock and (B) of which 2,602,997 have been designated Series B Convertible Preferred Stock, 143 2,607,997 of which are issued and outstanding and 2,607,997 are reserved for issuance upon conversion of the Series B Convertible Preferred Stock; (iii) 10,228,235 shares of Common Stock reserved for issuance upon conversion exercise of Series B Preferred Stock (warrants issued by the “Series B Preferred Stock”), including Company in respect of accrued and unpaid dividends of approximately $1.0 million through as of the date hereof, various financing transactions and (iiiv) either (x) if the holders of Series B Preferred Stock elect to exchange into our registered direct and private placement offering from January 2021, up to 157 additional 217,019 shares of Common Stock issuable upon conversion of Series C Convertible Preferred Stock are authorized for issuance to employees, consultants and up to 157 shares of Common Stock issuable upon exercise of warrants or (y) if the holders of Series B Preferred Stock elect to exchange into our sales made on November 30, 2021, at a price of $10,985.94 per share, pursuant to our At The Market Offering Agreement dated May 26, 2021 (the “ATM Agreement”) (such price being the lowest price per share sold under the ATM Agreement to date and eligible for the holders of the Series B Preferred Stock to exchange into), up to 454 additional shares of Common Stock, in each case that may be issued directors pursuant to the exchange right in excess of amounts currently underlying Series B Preferred StockCompany’s stock plan, under which options to purchase 36,493 shares are issued and outstanding. There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company except as set forth in reports filed by the Company with the Securities and Exchange CommissionCompany. (ac) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (bd) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company's ’s and the Warrant Agent's ’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due execution authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the HoldersHolders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 four billion (4,000,000,000) shares of Common StockClass A common stock, of which as approximately 38,174,853 shares of the date hereof, 674,998 shares Class A common stock are issued and outstandingoutstanding as of June 30, 428 2023, and [__________] shares of Class A common stock are reserved for issuance upon exercise of outstanding options issued under the Company’s stock option plansPre-Funded Warrants, 898,444 shares are reserved for issuance upon exercise of outstanding warrants to purchase Company Stock, 143 shares of Common Stock reserved for issuance upon conversion of Series B Preferred Stock (the “Series B Preferred Stock”), including in respect of accrued and unpaid dividends of approximately $1.0 million through as of the date hereof, and (ii) either one billion (x1,000,000,000) if the holders of Series B Preferred Stock elect to exchange into our registered direct and private placement offering from January 2021, up to 157 additional shares of Common Stock issuable upon conversion Class B common stock, of Series C Convertible Preferred Stock and up to 157 which approximately 33,825,370 shares of Common Stock issuable upon exercise Class B common stock are issued and outstanding as of warrants or (y) if the holders of Series B Preferred Stock elect to exchange into our sales made on November June 30, 20212023 and (iii) ten million (10,000,000) shares of preferred stock, at a price of par value $10,985.94 0.001 per share, pursuant to our At The Market Offering Agreement dated May 26of which no shares are issued and outstanding. Except as disclosed in the Registration Statement, 2021 (the “ATM Agreement”) (such price being the lowest price per share sold under the ATM Agreement to date and eligible for the holders of the Series B Preferred Stock to exchange into), up to 454 additional shares of Common Stock, in each case that may be issued pursuant to the exchange right in excess of amounts currently underlying Series B Preferred Stock. There there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company except as set forth in reports filed by the Company with the Securities and Exchange CommissionCompany. (ac) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Pre-Funded Warrants. (bd) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Pre-Funded Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Pre-Funded Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Pre-Funded Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Pre-Funded Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company's and the Warrant Agent's ’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due execution authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the HoldersHolders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 two hundred and fifty million (250,000,000) shares of common stock, of which approximately three million two hundred thirteen thousand four hundred eighty-five (3,213,485) shares of Common Stock, of which Stock are issued and outstanding as of the date hereof, 674,998 and one million eight hundred and forty thousand (1,840,000) shares are issued and outstanding, 428 shares of Common Stock are reserved for issuance upon exercise of outstanding options issued under the Company’s stock option plansWarrants, 898,444 shares are reserved for issuance upon exercise of outstanding warrants to purchase Company Stock, 143 and (ii) ten million (10,000,000) shares of Common Stock reserved for issuance upon conversion preferred stock, par value $0.001 per share, of which one million four hundred one thousand seven hundred and eighty-six (1,401,786) Series B A Preferred Stock (the “Series B Preferred Stock”), including in respect of accrued Shares are issued and unpaid dividends of approximately $1.0 million through outstanding as of the date hereof. Except as disclosed in the Registration Statement, and (ii) either (x) if the holders of Series B Preferred Stock elect to exchange into our registered direct and private placement offering from January 2021, up to 157 additional shares of Common Stock issuable upon conversion of Series C Convertible Preferred Stock and up to 157 shares of Common Stock issuable upon exercise of warrants or (y) if the holders of Series B Preferred Stock elect to exchange into our sales made on November 30, 2021, at a price of $10,985.94 per share, pursuant to our At The Market Offering Agreement dated May 26, 2021 (the “ATM Agreement”) (such price being the lowest price per share sold under the ATM Agreement to date and eligible for the holders of the Series B Preferred Stock to exchange into), up to 454 additional shares of Common Stock, in each case that may be issued pursuant to the exchange right in excess of amounts currently underlying Series B Preferred Stock. There there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company except as set forth in reports filed by the Company with the Securities and Exchange CommissionCompany. (ac) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (bd) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company's and the Warrant Agent's ’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due execution authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the HoldersHolders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereofAugust 21, 2023, the authorized capital stock of the Company consists of (i) 100,000,000 four hundred million (400,000,000) shares of Common Stock, of which as of the date hereof, 674,998 shares 52,611,024 are issued and outstandingoutstanding as of August 21, 428 2023, and 6,998,893 shares of Common Stock are reserved for issuance upon exercise of outstanding options issued under the Company’s stock option plans2014 Stock Option and Incentive Plan, 898,444 as amended from time to time, dated as of October 13, 2014, and 7,767,460 shares of Common Stock are reserved for issuance issuable upon the exercise of outstanding warrants to purchase Company (not including the Warrants) as of August 21, 2023; (ii) 5,359 shares of Series A Convertible Preferred Stock, 143 par value $0.001 per share (“Series A Preferred”), are designated, as of which 2,233 shares of Series A Preferred are issued and outstanding as of August 21, 2023, and 3,601,644 shares of Common Stock reserved for issuance are issuable upon the conversion of the Company’s outstanding Series B A Preferred; and (iii) 1,297 shares of Series A-2 Convertible Preferred Stock Stock, par value $0.001 per share (the “Series B Preferred StockA-2 Preferred”), including in respect of accrued and unpaid dividends of approximately $1.0 million through are designated, as of the date hereofwhich 922 shares of Series A-2 Preferred are issued and outstanding as of August 21, 2023, and (ii) either (x) if the holders of Series B Preferred Stock elect to exchange into our registered direct and private placement offering from January 2021, up to 157 additional 1,387,309 shares of Common Stock are issuable upon the conversion of the Company’s outstanding Series C A-2 Preferred; (iv) 1,733 shares of Series A-3 Convertible Preferred Stock Stock, par value $0.001 per share (“Series A-3 Preferred”), are designated, as of which 603 shares of Series A-3 Preferred are issued and up to 157 outstanding as of August 21, 2023, and 936,761 shares of Common Stock are issuable upon exercise the conversion of warrants or the Company’s outstanding Series A-3 Preferred; (yv) if the holders 1,934 shares of Series B A-4 Convertible Preferred Stock elect to exchange into our sales made on November 30Stock, 2021, at a price of par value $10,985.94 per share, pursuant to our At The Market Offering Agreement dated May 26, 2021 (the “ATM Agreement”) (such price being the lowest price 0.001 per share sold under the ATM Agreement to date and eligible for the holders of the (“Series B Preferred Stock to exchange intoA-4 Preferred”), up to 454 additional are designated, as of which 1,056 shares of Series A-4 Preferred are issued and outstanding as of August 21, 2023, and 2,830,844 shares of Common Stock are issuable upon the conversion of the Company’s outstanding Series A-4 Preferred; and (vi) 2,299 shares of Series A-5 Convertible Preferred Stock, in each case that may be par value $0.001 per share (“Series A-5 Preferred”), are designated, as of which 2,079 shares of Series A-5 Preferred are issued pursuant to and outstanding as of August 21, 2023, and 3,748,658 shares of Common Stock are issuable upon the exchange right in excess conversion of amounts currently underlying the Company’s outstanding Series B A-5 Preferred; and (iii) 7,680 shares of Series AA Convertible Preferred Stock, par value $0.001 per share (“Series AA Preferred”), are designated, as of which 7,605 shares of Series AA Preferred are issued and outstanding as of August 21, 2023, and 16,182,437 shares of Common Stock are issuable upon the conversion of the Company’s outstanding Series AA Preferred; and (iii) 1,500 shares of Series AA-2 Convertible Preferred Stock, par value $0.001 per share (“Series AA-2 Preferred”), are designated, as of which 500 shares of Series AA-2 Preferred are issued and outstanding as of August 21, 2023, and 958,773 shares of Common Stock are issuable upon the conversion of the Company’s outstanding Series AA-2 Preferred; (iv) 1,025 shares of Series AA-3 Convertible Preferred Stock, par value $0.001 per share (“Series AA-3 Preferred”), are designated, as of which 1,025 shares of Series AA-3 Preferred are issued and outstanding as of August 21, 2023, and 2,157,896 shares of Common Stock are issuable upon the conversion of the Company’s outstanding Series AA-3 Preferred; (v) 1,026 shares of Series AA-4 Convertible Preferred Stock, par value $0.001 per share (“Series AA-4 Preferred”), are designated, as of which 1,026 shares of Series AA-4 Preferred are issued and outstanding as of August 21, 2023, and 2,210,255 shares of Common Stock are issuable upon the conversion of the Company’s outstanding Series AA-4 Preferred; and (vi) 550 shares of Series AA-5 Convertible Preferred Stock, par value $0.001 per share (“Series AA-5 Preferred”), are designated, as of which 550 shares of Series A-5 Preferred are issued and outstanding as of August 21, 2023, and 1,037,737 shares of Common Stock are issuable upon the conversion of the Company’s outstanding Series A-5 Preferred. There Except as disclosed in the Company’s periodic reports filed with the Securities and Exchange Commission and in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company except as set forth in reports filed by the Company with the Securities and Exchange CommissionCompany. (ac) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (bd) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company's and the Warrant Agent's ’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as of the date hereof, 674,998 679,956 shares are issued and outstanding, 428 shares are reserved for issuance upon exercise of outstanding options issued under the Company’s stock option plans, 4 shares are reserved for earned restricted stock not yet physically issued, 1,831 shares are reserved for unearned restricted stock and restricted stock units subject to milestone and time-based vesting, 898,444 shares are reserved for issuance upon exercise of outstanding warrants to purchase Company Stock, 143 shares of Common Stock reserved for issuance upon conversion of Series B Preferred Stock (the “Series B Preferred Stock”), including in respect of accrued and unpaid dividends of approximately $1.0 million through as of the date hereof, and (ii) either (x) if the holders of Series B Preferred Stock elect to exchange into our registered direct and private placement offering from January 2021, up to 157 additional shares of Common Stock issuable upon conversion of Series C Convertible Preferred Stock and up to 157 shares of Common Stock issuable upon exercise of warrants or (y) if the holders of Series B Preferred Stock elect to exchange into our sales made on November 30, 2021, at a price of $10,985.94 per share, pursuant to our At The Market Offering Agreement dated May 26, 2021 (the “ATM Agreement”) (such price being the lowest price per share sold under the ATM Agreement to date and eligible for the holders of the Series B Preferred Stock to exchange into), up to 454 additional shares of Common Stock, in each case that may be issued pursuant to the exchange right in excess of amounts currently underlying Series B Preferred Stock. There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company except as set forth in reports filed by the Company with the Securities and Exchange Commission. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (b) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company's and the Warrant Agent's reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 330,000,000 shares of Common Stock, consisting of Three Hundred Twelve Million (312,000,000) designated as Voting Common Stock (“Common Stock”) and Eighteen Million (18,000,000) designated as Non-Voting Common Stock (the “Non-Voting Common Stock”) and which as (A) 35,726,784 shares of the date hereof, 674,998 Common Stock are issued and outstanding and (B) 18,000,000 shares of Non-Voting Common Stock are issued and outstanding, 428 and 13,412154 shares of Common Stock are reserved for issuance upon exercise of outstanding options Public and Private Warrants (excluding Warrants issued under in the Offering), (ii) 1,000,000 shares of preferred stock, none of which are issued and outstanding, ; and (iii) 11,515,674 shares of Common Stock are authorized for issuance to employees, consultants and directors pursuant to the Company’s stock option plansplan, 898,444 under which RSUs and options to purchase 7,911,087 shares are reserved for issuance upon exercise of outstanding warrants to purchase Company Stock, 143 shares of Common Stock reserved for issuance upon conversion of Series B Preferred Stock (the “Series B Preferred Stock”), including in respect of accrued issued and unpaid dividends of approximately $1.0 million through as of the date hereof, and (ii) either (x) if the holders of Series B Preferred Stock elect to exchange into our registered direct and private placement offering from January 2021, up to 157 additional shares of Common Stock issuable upon conversion of Series C Convertible Preferred Stock and up to 157 shares of Common Stock issuable upon exercise of warrants or (y) if the holders of Series B Preferred Stock elect to exchange into our sales made on November 30, 2021, at a price of $10,985.94 per share, pursuant to our At The Market Offering Agreement dated May 26, 2021 (the “ATM Agreement”) (such price being the lowest price per share sold under the ATM Agreement to date and eligible for the holders of the Series B Preferred Stock to exchange into), up to 454 additional shares of Common Stock, in each case that may be issued pursuant to the exchange right in excess of amounts currently underlying Series B Preferred Stockoutstanding. There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company except as set forth in reports filed by the Company with the Securities and Exchange CommissionCompany. (ac) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (bd) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company's ’s and the Warrant Agent's ’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due execution authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the HoldersHolders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereofthereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereofhereof and prior to the Offering, the authorized capital stock of the Company consists of (i) 100,000,000 120,000,000 shares of Common Stock, of which as 10,692,174 shares of the date hereof, 674,998 shares Common Stock are issued and outstanding, 428 and (ii) 20,000,000 shares of undesignated preferred stock, par value $0.0001 per share, 1,250,000 of which are designated Series A Convertible Preferred Stock, 85,581 of which are issued and outstanding, and 120,000 of which are designated Series B Preferred Stock, 0 of which are issued and outstanding. 1,426,863 shares of Common Stock are reserved for issuance upon exercise of the Warrants and 852,648 shares of Common Stock are reserved for issuance upon exercise of outstanding options issued under stock options. Except as disclosed in the Company’s stock option plansRegistration Statement, 898,444 shares are reserved for issuance upon exercise of outstanding warrants to purchase Company Stock, 143 shares of Common Stock reserved for issuance upon conversion of Series B Preferred Stock (the “Series B Preferred Stock”), including in respect of accrued and unpaid dividends of approximately $1.0 million through as of the date hereof, and (ii) either (x) if the holders of Series B Preferred Stock elect to exchange into our registered direct and private placement offering from January 2021, up to 157 additional shares of Common Stock issuable upon conversion of Series C Convertible Preferred Stock and up to 157 shares of Common Stock issuable upon exercise of warrants or (y) if the holders of Series B Preferred Stock elect to exchange into our sales made on November 30, 2021, at a price of $10,985.94 per share, pursuant to our At The Market Offering Agreement dated May 26, 2021 (the “ATM Agreement”) (such price being the lowest price per share sold under the ATM Agreement to date and eligible for the holders of the Series B Preferred Stock to exchange into), up to 454 additional shares of Common Stock, in each case that may be issued pursuant to the exchange right in excess of amounts currently underlying Series B Preferred Stock. There there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company except as set forth in reports filed by the Company with the Securities and Exchange CommissionCompany. (ac) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (bd) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company's and the Warrant Agent's ’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due execution thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which as 2,330,399 shares of the date hereof, 674,998 shares Common Stock are issued and outstanding, 428 and up to 16,727,272 shares of Common Stock are reserved for issuance upon exercise of outstanding options issued under the Company’s stock option plansWarrants, 898,444 and up to 418,182 shares of Common Stock are reserved for issuance upon exercise of outstanding the warrants issued to purchase Company Stockthe underwriter in connection with the Offering, 143 426,521 shares of Common Stock reserved for issuance upon conversion of Series B Preferred Stock (the “Series B Preferred Stock”), including in respect of accrued and unpaid dividends of approximately $1.0 million through as exercise of the date hereof, other warrants and up to 8,363,636 shares are reserved for issuance in connection with the Offering; (ii) either (x) if the holders 10,000,000 shares of Series B Preferred Stock elect to exchange preferred stock, 500,000 of which are issued or reserved for future issuance and convertible into our registered direct and private placement offering from January 2021, up to 157 additional 75,000 shares of Common Stock issuable upon conversion conversion, subject to rounding (represents shares of Series C Convertible Preferred Stock preferred stock held back in connection with potential indemnification claims by the Company); and up to 157 (iii) 125,000 shares of Common Stock issuable upon exercise of warrants or (y) if the holders of Series B Preferred Stock elect are authorized for issuance to exchange into our sales made on November 30employees, 2021, at a price of $10,985.94 per share, pursuant to our At The Market Offering Agreement dated May 26, 2021 (the “ATM Agreement”) (such price being the lowest price per share sold under the ATM Agreement to date consultants and eligible for the holders of the Series B Preferred Stock to exchange into), up to 454 additional shares of Common Stock, in each case that may be issued directors pursuant to the exchange right in excess of amounts currently underlying Series B Preferred StockCompany’s stock plan, under which awards for 25,000 shares are issued and outstanding. There are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company except as set forth in reports filed by the Company with the Securities and Exchange CommissionCompany. (ac) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (bd) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company's ’s and the Warrant Agent's ’s reasonable satisfaction that no such tax or governmental charge is due.

Certain Representations; Reservation and Availability of Shares of Common Stock or Cash. (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due execution authentication thereof by the Warrant Agent pursuant hereto and payment therefor by the HoldersHolders as provided in the Registration Statement, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 two hundred and fifty million (250,000,000) shares of common stock, of which approximately 5,320,672 shares of Common Stock, of which as of the date hereof, 674,998 shares Stock are issued and outstandingoutstanding as of December 31, 428 shares are reserved for issuance upon exercise of outstanding options issued under the Company’s stock option plans2023, 898,444 shares are reserved for issuance upon exercise of outstanding warrants to purchase Company Stock, 143 27,515 shares of Common Stock reserved for future issuance upon conversion of Series B Preferred Stock (the “Series B Preferred Stock”), including in respect of accrued and unpaid dividends of approximately $1.0 million through under our 2020 Equity Incentive Plan as of June 30, 2023, and 1,244,754 shares of common stock reserved for future issuance under outstanding common stock warrants (not including the date hereofWarrants) as of June 30, 2023; and (ii) either one hundred and thirty million (x130,000,000) if the holders of Series B Preferred Stock elect to exchange into our registered direct and private placement offering from January 2021, up to 157 additional shares of Common Stock issuable upon conversion of Series C Convertible Preferred Stock and up to 157 shares of Common Stock issuable upon exercise of warrants or (y) if the holders of Series B Preferred Stock elect to exchange into our sales made on November 30preferred stock, 2021, at a price of par value $10,985.94 0.01 per share, pursuant to our At The Market Offering Agreement dated May 26, 2021 (the “ATM Agreement”) (such price being the lowest price per share sold under the ATM Agreement to date and eligible of which 80,473 shares of common stock are reserved for the holders issuance on conversion of 26 shares of the Series B Preferred Stock to exchange into)Stock, up to 454 additional 338 shares of Common common stock are reserved for issuance on conversion of 50 shares of the Series C Preferred Stock, in each case that may be issued pursuant to and 11,919 shares of common stock reserved for issuance on conversion of 180 shares of the exchange right in excess of amounts currently underlying Series B D Preferred Stock, are issued and outstanding as of June 30, 2023. There Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company except as set forth in reports filed by the Company with the Securities and Exchange CommissionCompany. (ac) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Class E Warrants, Class F Warrants, and Pre-Funded Warrants. (bd) The Warrant Agent will create a special account for the issuance of Common Stock upon the exercise of Warrants. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company's and the Warrant Agent's ’s reasonable satisfaction that no such tax or governmental charge is due.