Common use of Closings Clause in Contracts

Closings. (a) On the Initial Closing Date, upon the terms and subject to the conditions set forth herein, the Company shall sell, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5. (b) Following initial receipt by the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5.

Closings. Each Closing shall take place as soon as practicable after each Advance Date in accordance with the procedures set forth below. In connection with each Closing the Company and the Investor shall fulfill each of its obligations as set forth below: (a) On the Initial Closing each Advance Date, upon the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth the amount of the Advance (taking into account any adjustments pursuant to Section 2.01(c) or Section 2.01(d)), the Purchase Price, the number of shares of Common Stock to be issued and subscribed for (which in no event will be greater than the Ownership Limitation or any other limitation set forth in this Agreement), and a report by Bloomberg, LP indicating the VWAP for each of the Trading Days during the Pricing Period, in each case taking into account the terms and subject conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit B. (b) Promptly after receipt of the Settlement Document with respect to the conditions set forth hereineach Advance (and, in any event, not later than two Trading Days after such receipt), the Company shall sell, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, cause its transfer agent to the extent a Purchaser determines, in its sole discretion, that electronically transfer such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the shares of Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened Stock registered in the name of the Investor as set forth in the Settlement Document by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases will be covered by an effective Registration Statement). Concurrently therewith, the Investor shall immediately pay the Purchase Price to the Company, in immediately available funds, by wire transfer to an account designated by the Company. The No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of shares. (c) On or prior to the Advance Date, each of the Company and the Investor shall deliver to each Purchaser its respective Initial Securities the other all documents, instruments and writings required to be delivered by either of them pursuant to Section ‎2.2(a), this Agreement in order to implement and effect the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5transactions contemplated herein. (b) Following initial receipt by the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5.

Closings. On or prior to each Closing Date for a Put, (a) On the Initial Company shall deliver to Escrow Agent one or more certificates, at Investor's option, representing the Put Shares to be purchased by Investor pursuant to Section 2.1 herein, registered in the name of Investor and (b) Investor shall deliver to the Escrow Agent (i) with respect to the first Fifteen Million Dollars in Investment Amount under the Minimum Commitment Amount, eighty (80%) percent of the Investment Amount in Other Consideration and twenty (20%) percent in cash,(ii) with respect the balance of the Minimum Commitment Amount by the payment of an aggregate of $ 100(One Hundred Dollars) in cash and (iii) with respect to other Put Notices by wire transfer of immediately available funds to an account designated by the Escrow Agent on or before the Closing Date. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a) of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST")program, upon the terms and subject to the conditions set forth hereinrequest of Investor, the Company shall selluse its commercially reasonable efforts to cause the Transfer Agent to electronically transmit, prior to the Closing Date, the Put Shares by crediting the account of the Investor's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, provide proof satisfactory to the extent a Purchaser determinesEscrow Agent of such delivery. In addition, in its sole discretionon or prior to such Closing Date, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess each of the Initial Beneficial Ownership LimitationCompany and Investor shall deliver to the Escrow Agent all documents, instruments and writings required to be delivered or as such Purchaser may otherwise choosereasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. On the Closing Date and provided all conditions to Closing have been satisfied by the Company, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser Escrow agent shall wire transfer to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents Investment Amount, less any applicable fees and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5expenses. (b) Following initial receipt by the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5.

Closings. (a) On the Initial Closing Datebasis of the representations, upon warranties, covenants --------- and agreements herein contained, but subject to the terms and subject conditions herein set forth, Closings shall be held as follows and upon the following conditions: (A) National shall not be obligated to sell any Shares but shall be obligated to offer, on behalf of the Company, 500,000 Shares resulting in gross proceeds of $3,000,000 on a "best efforts, all or none" basis and such number of additional Shares resulting in aggregate gross proceeds of up to $6,750,000 on a "best efforts" basis during the Offering Period. (B) Payment for the Shares by Purchasers shall be made by cash, check or wire transfer as more fully described in the Subscription Agreements. There shall be no minimum purchase required for any Purchaser. (C) All funds received by the Placement Agent from subscriptions will be promptly transmitted pursuant to the conditions set forth terms of an escrow agreement (the "Escrow Agreement") to Continental Stock Transfer & Trust Company, as escrow agent (the "Escrow Agent"). In the event that a Closing occurs, the funds received in respect of the Shares sold in that Closing will be forwarded to the Company, against delivery of such Shares sold, net of (i) the placement agent commission equal to ten percent (10%) of the gross proceeds from the sale of such Shares sold, (ii) a non-accountable expense allowance equal to one and one- eighth of one percent (1.8%) of the gross proceeds from the sale of such Shares sold less any advances and (iii) any other applicable fees and expenses provided herein. (D) At each Closing, the Company shall sellcause to be paid, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, thatby certified or official bank check or wire transfer, to the extent a Purchaser determinesnot previously paid by the Company or the Escrow Agent to National, the placement agent commission referred to in paragraph 2.C hereof. In addition to the foregoing, the Company shall be responsible for the fees and expenses identified in Section 5 hereof, which expenses shall not be deemed to be commissions. (E) The Company reserves the right to reject any subscriber for Shares, in whole or in part, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser . Notwithstanding anything to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paidcontrary contained in this Section 2(E), or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company 's right to reject a subscriber shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(alapse three (3) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5. (b) Following initial business days after receipt by the Company of the Meeting Minutes fully completed and duly executed Subscription Agreement from National with respect to such subscriber. Funds received by the Escrow Agent or the Company from any subscriber whose subscription is rejected will be returned to such subscriber, without deduction therefrom or interest thereon, but no sooner than such funds have cleared the banking system in the normal course of business. (which receipt may be via emailF) (If subscriptions for 500,000 Shares have been received and accepted by the “Minutes Receipt Date”), upon Company and paid for in compliance with the terms and subject applicable Subscription Agreements on or prior to the conditions set forth hereinTermination Date, BVF the Minimum Closing will be held on the Minimum Closing Date at such place as is agreed by the Placement Agent and its Affiliates shall, the Company. (G) If the Minimum Closing occurs on or before prior to the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Termination Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchasethen at such time as one or more subscriptions for additional Shares, up to an aggregate of approximately $20 million of Units. To in the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess Offering of the Final Beneficial Ownership LimitationMaximum Shares, are received and accepted by the Company and paid for in compliance with the applicable Subscription Agreements on or prior to the Termination Date, an additional Closing respecting such additional Shares will be held at such place as BVF (is agreed by the Placement Agent and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall One or more such additional Closings may be 19.99% of held during the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5Offering Period.

Closings. (a) On the Initial Closing Dateterms of this Agreement, upon the terms and subject to the conditions set forth herein, the Company shall sell, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, thatsatisfaction (or, to the extent a Purchaser determinespermitted by applicable Laws, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliateswaiver by the party entitled to the benefit thereof) would beneficially own in excess of the Initial Beneficial Ownership Limitationconditions set forth herein (other than those conditions that by their nature are to be satisfied at a Closing, but subject to the satisfaction or as waiver of those conditions at such Purchaser may otherwise choosetime), in lieu the closing of purchasing the sale and purchase of the Acquired Shares for such Purchaser may elect Closing shall occur at the offices of P▇▇▇, W▇▇▇▇, Rifkind, W▇▇▇▇▇▇ & G▇▇▇▇▇▇▇ LLP at 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. (b) At least one Business Day prior to purchase Initial Pre-Funded Warrants in lieu a Closing, each Investor shall pay its pro rata share (based on such Investor’s portion of Shares in the aggregate Unused Investment Amount of all Investors), not to exceed such manner to result in Investor’s Unused Investment Amount, of the same aggregate purchase price being paid by such Purchaser applicable Funding Amount to the Company. The “Initial Beneficial Ownership Limitation” shall , by wire transfer in immediately available U.S. federal funds, to the account designated by the Company in writing to such Investor at least four Business Days prior to such Closing, with such funds to be 19.99% held pursuant to escrow arrangements reasonably satisfactory to the Apollo Investor until the Closing. (c) At a Closing: (i) the Company shall: (1) (A) with respect to the initial Closing, file with the Secretary of State of the number State of Delaware the Certificate of Designations and (B) with request to any subsequent Closing, file with the Secretary of State of the Common Shares outstanding immediately after giving effect State of Delaware an amendment to the Certificate of Designations providing for the issuance of the Initial Securities on Acquired Shares issued in connection with such Closing and, in each case, shall deliver to each Investor a certified copy thereof; (2) deliver to each Investor evidence of book-entry shares representing the Initial Acquired Shares credited to book-entry accounts maintained by the Transfer Agent; (3) pay any applicable expense reimbursement amount set forth in Section 9.11 incurred since the date hereof or since the date of any prior Closing Date. Each Purchaser, as applicable, by wire transfer in immediately available U.S. federal funds, to the account(s) designated by the Apollo Investor in writing at least one Business Day prior to such Closing Date; (4) if applicable, pay to each Investor an amount equal to such Investor’s Initial Subscription Commitment Fee with respect to such Investor’s Funding Amount as set forth on for such Closing by wire transfer in immediately available U.S. federal funds, to the signature page hereto executed account(s) designated by such Purchaser Investor in writing at least two Business Days prior to the Closing Date for such Closing; and (ii) each Investor shall be paid, or caused (to be paid, the extent not previously delivered) deliver to the Company or its designeepaying agent a duly executed, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a)valid, accurate and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a)properly completed IRS Form W-9 or an appropriate IRS Form W-8, ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5applicable. (b) Following initial receipt by the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5.

Closings. (a) On the Initial Closing Date, upon the terms and subject to the conditions set forth herein, the Company shall agrees to sell, and the Purchasers shall Purchasers, severally and not jointly, agree to purchase, up to an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, 840,000 in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess principal amount of the Initial Beneficial Ownership Limitation, or as such Notes. Each Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser shall deliver to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of ’s bank accounts specified in the number of the Common Shares outstanding immediately after giving effect Company’s wire instructions, as set forth in a letter addressed to the issuance of the Initial Securities Purchasers on the Initial Closing Date. Each Company’s letterhead and executed by the Company’s Chief Financial Officer or Chief Executive Officer, via wire transfer, immediately available funds equal to such Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paidPurchaser, or caused to be paid, to and the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities Note and Shares, as determined pursuant to Section ‎2.2(a2.2(a), and the Company and each Purchaser shall deliver the respective other items set forth in Sections ‎2.2(a) and ‎2.2(b) that are Section 2.2 deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) 2.2 and ‎2.32.3, the Initial Closing shall occur take place remotely via by electronic transfer of the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5Initial Closing documentation. (b) Following initial receipt Pursuant to an agreement by the Company of the Meeting Minutes (which receipt may be via email) to acquire (the “Minutes Receipt DateAcquisition”) the shares of common stock of Rennova Community Health, Inc., a Florida corporation (“RCHI”), upon the terms and subject to the conditions set forth hereinfrom Rennova Health, BVF and its Affiliates shallInc., on or before the date that is thirty a Delaware corporation (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election DeadlineRennova”), purchase up the Company is required to approximately $20 million of Units in file a second closing preliminary proxy statement or information statement (the “Second ClosingFiling”)) with the Securities and Exchange Commission (the “SEC”) relating to the approval by the Company’s stockholders of the Acquisition and all transactions contemplated thereby. On Upon the Second Company effectuating the Filing, the conditions for the first Subsequent Closing shall be satisfied and on the first Subsequent Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers Purchasers, severally and not jointly, agree to purchase, up to an aggregate of approximately $20 million 280,000 in principal amount of UnitsSubsequent Notes. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Each Purchaser shall deliver to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of ’s bank accounts specified in the number of Company’s wire instructions, as set forth in a letter addressed to the Common Shares outstanding, including the Initial Securities issued Purchasers on the Initial Closing DateCompany’s letterhead and executed by the Company’s Chief Financial Officer or Chief Executive Officer, via wire transfer, immediately after giving effect available funds equal to the issuance of the Additional Securities on the Second Closing Date. Each such Purchaser’s Initial first Subsequent Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paidPurchaser, or caused to be paid, to and the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and WarrantsSubsequent Note, as determined pursuant to Section 2.2(c), and the Company and each Purchaser shall deliver the respective other items set forth in Sections ‎2.2(c) and ‎2.2(d) Section 2.2 deliverable at the Second Subsequent Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c)2.2 and 2.3, ‎2.2(dthe first Subsequent Closing shall take place remotely by electronic transfer of the Subsequent Closing documentation. (c) Upon the closing of the Acquisition, the conditions for the second Subsequent Closing shall be satisfied and on the second Subsequent Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $1,120,000 in principal amount of Subsequent Notes. Each Purchaser shall deliver to the Company’s bank accounts specified in the Company’s wire instructions, as set forth in a letter addressed to the Purchasers on the Company’s letterhead and executed by the Company’s Chief Financial Officer or Chief Executive Officer, via wire transfer, immediately available funds equal to such Purchaser’s second Subsequent Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Subsequent Note, as determined pursuant to Section 2.2(c), and ‎2.4the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Subsequent Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Second second Subsequent Closing shall occur take place remotely by electronic transfer of the Subsequent Closing documentation. (d) Upon the filing of a registration statement by the Company with the SEC relating to the resale by the Purchasers (and any affiliate) of all shares of Class A Common Stock, par value $0.0001 per share, of the Company beneficially owned by the Purchasers (and any affiliate), including without limitation the Shares, the conditions for the third Subsequent Closing shall be satisfied and on the third Subsequent Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $560,000 in principal amount of Subsequent Notes. Each Purchaser shall deliver to the Company’s bank accounts specified in the Company’s wire instructions, as set forth in a letter addressed to the Purchasers on the Company’s letterhead and executed by the Company’s Chief Financial Officer or Chief Executive Officer, via wire transfer, immediately available funds equal to such Purchaser’s third Subsequent Subscription Amount as set forth on the exchange signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Subsequent Note, as determined pursuant to Section 2.2(c), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Subsequent Closing. Upon satisfaction of documents the covenants and signatures or such other location as conditions set forth in Sections 2.2 and 2.3, the parties third Subsequent Closing shall mutually agree and in accordance with Section ‎2.5take place remotely by electronic transfer of the Subsequent Closing documentation.

Closings. The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”) shall take place as soon as practicable on or after each Advance Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) On the Initial Closing each Advance Date, upon the Investor shall deliver to the Company a written document, in the form attached hereto as Exhibit C for an Option 1 Advance Notice and as Exhibit D for an Option 2 Advance Notice (each a “Settlement Document”), setting forth the final number of Advance Shares to be purchased by the Investor (taking into account any adjustments pursuant to Section 2.01), the Market Price, the Purchase Price, the aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties), in each case in accordance with the terms and subject conditions of this Agreement. In the case of an Option 2 Advance Notice where a MAP has been elected the final number of Advance Shares to be purchased by the conditions set forth hereinInvestor at the Closing for such Advance shall equal the sum of (i) the Adjusted Advance Amount which shall be purchased at the Purchase Price, plus (ii) the aggregate number of Additional Shares elected to be purchased by the Investor on Excluded Days during such Pricing Period (as contemplated by Section 2.01(f)(ii)) which shall be purchased at the applicable MAP. EXHIBIT D (b) Promptly after receipt of the Settlement Document with respect to each Advance (and, in any event, not later than one Trading Day after such receipt), the Company shall sellwill, or will cause its transfer agent to, electronically transfer such number of Advance Shares to be purchased by the Investor (as set forth in the Settlement Document) by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, transmit notification to the extent a Purchaser determines, in its sole discretion, Investor that such Purchaser share transfer has been requested. Promptly upon (together with and in any event within one Trading Day after) receipt of such Purchaser’s Affiliates) would beneficially own in excess of notification, the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect Investor shall pay to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same Company the aggregate purchase price being paid of the Advance Shares (as set forth in the Settlement Document) in cash in immediately available funds to an account designated by such Purchaser the Company by email or other writing and transmit notification to the CompanyCompany that such funds transfer has been requested. The “Initial Beneficial Ownership Limitation” No fractional shares shall be 19.99% issued, and any fractional amounts shall be rounded to the next higher whole number of shares. To facilitate the number transfer of the Common Shares outstanding immediately after giving effect by the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering the resale of such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the issuance Plan of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), and the Company and each Purchaser shall deliver the respective items Distribution set forth in Sections ‎2.2(a) the Prospectus included in the Registration Statement and ‎2.2(b) that are deliverable at otherwise in compliance with the Initial Closing. Upon satisfaction requirements of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(bSecurities Act (including any applicable prospectus delivery requirements) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5. (b) Following initial receipt by the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up pursuant to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(cavailable exemption), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5.

Closings. The Closing of each Advance (each, a “Closing”) shall take place as soon as practicable after each Advance Date in accordance with the procedures set forth below. In connection with each Closing the Company and the Investor shall fulfill each of its obligations as set forth below: (a) On the Initial Closing each Advance Date, upon the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth the amount of the Advance (taking into account any adjustments pursuant to Article II, the Purchase Price, the number of Ordinary Shares to be issued and subscribed for (which in no event will be greater than the Ownership Limitation or the Section 270(5) Limitation), and a report by Bloomberg, L.P. indicating the VWAP for each of the NASDAQ Trading Days during the Pricing Period, in each case taking into account the terms and subject conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit B. (b) Upon receipt of the Settlement Document with respect to the conditions set forth hereineach Advance, the Company shall: (i) Obtain an effective TASE Approval covering the listing of the Shares on the TASE. (ii) Confirm that it has published all reports and obtained all permits, approvals and qualifications required for (1) the issuance, delivery and transfer of Shares applicable to such Advance, or shall sellhave the availability of exemptions therefrom, that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject and that upon their issuance the Shares will be Free; and (2) the listing of the Shares for trading on both the NASDAQ and the Purchasers shall purchase, an aggregate TASE . (c) Promptly after receipt of approximately $10 million of Shares; provided, however, that, the Settlement Document with respect to the extent a Purchaser determineseach Advance (and, in its sole discretionany event, that such Purchaser not later than three Trading Days after each Advance Date) (together with such Purchaser’s Affiliates) would beneficially own in excess of the Initial Beneficial Ownership Limitation“Advance Closing Date”), the Company will, or as will cause its transfer agent to, electronically transfer such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Ordinary Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened registered in the name of the Investor as shall equal (x) the amount of the Advance specified in such Advance Notice (as may be reduced according to the terms of this Agreement), divided by (y) the Purchase Price by crediting the Investor’s account or its designee’s account (including, at the election of the Investor, the Investor’s securities account with a TASE member) in accordance with delivery instructions provided by the Investor (which in all cases shall be Free, registered Shares in good deliverable form) against payment of the Purchase Price (“DVP”) in same day funds to an account designated by the Company. The If necessary to facilitate the deposit of Ordinary Shares to the Investor’s account or its designee’s account with a TASE member, the Company shall deliver to each Purchaser its respective Initial Securities pursuant the applicable registration company, a share certificate covering the Shares, as well as instruct the registration company to Section ‎2.2(a)deposit the Shares in the Investor's account and shall provide the registration company and/or the applicable TASE member all the necessary forms and documents so as to facilitate the immediate deposit of the Shares in the Investor’s account. (d) No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of shares. Any certificates evidencing Ordinary Shares delivered pursuant hereto shall be free of restrictive legends. (e) On or prior to the Advance Date, each of the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5. (b) Following initial receipt by the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company Investor shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) the other all documents, instruments and Warrants, writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5transactions contemplated herein.

Closings. (a) On the Initial Closing Date, upon the terms The initial purchase and subject to the conditions set forth herein, the Company shall sell, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess sale of the Initial Beneficial Ownership LimitationDebentures (the "INITIAL CLOSING") will take place on or before June 21, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in 2001 (the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a"INITIAL CLOSING DATE") and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction offices of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures Investor's counsel or at such other location as the Company and the Investor shall agree including via facsimile and the mails, if the parties shall mutually agree and in accordance with Section ‎2.5so agree. (b) Following initial receipt by Any additional purchases and sales of the Debentures (each, an "ADDITIONAL CLOSING") will take place at such times and in such amounts in accordance with the Operating Budget and in each case at the sole discretion of the Investor. The purchase and sale of any Debentures with respect to any Additional Investment (an "ADDITIONAL CLOSING" and, together with the Initial Closing, the "CLOSINGS") will take place at the offices of the Investor's counsel or at such other location as the Company and the Investor shall agree including via facsimile and the mails, if the parties so agree. The date of the Meeting Minutes (which receipt may be via email) any Additional Closing (the “Minutes Receipt Date”)"ADDITIONAL CLOSING DATE" and, upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on together with the Initial Closing Date, immediately after giving effect to the issuance of "CLOSING DATES") shall be set by the Additional Securities Investor on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on date that the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, Investor gives notice to the Company of its intent to make an Additional Investment pursuant to Article IX or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name case of Debentures issued in favor of Selway Management, on such date as Selway Management gives notice of its election to receive such Debentures pursuant to the terms of the CompanyManagement Agreement Amendment No. 1. (c) At the Initial Closing: (i) The Investor shall deliver by wire transfer of same day funds, to such account of the Company as the Company shall designate at least one business day before the Initial Closing Date, $350,000; (ii) the Company shall deliver to each Purchaser its respective Shares the Investor a Debenture in a principal amount of $350,000; and (or Additional Pre-Funded Warrantsiii) and Warrants, and the Company and each Purchaser Investor shall execute and deliver a cross-receipt acknowledging such purchase and sale; (d) At any Additional Closing: (i) each Investor shall deliver by wire transfer of same day funds, to such account of the respective items Company as the Company shall designate at least one (1) business day before such Additional Closing Date, the purchase price for the principal amount of Debentures being acquired at such Additional Closing, which principal amount shall be limited as set forth in Sections ‎2.2(cSection 9.2 of this Agreement; and (ii) and ‎2.2(dthe Company shall deliver to the Investor a Debenture in such principal amount as equals the Investor's Additional Investment; or (iii) deliverable at At such time as the Second ClosingCompany becomes obligated to issue Debentures to Selway Management pursuant to Management Agreement Amendment No. Upon satisfaction of 1, the covenants and conditions Company shall deliver to the Investor a Debenture in such principal amount as shall be set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5Management Agreement Amendment No. 1.

Closings. (ai) On Subject to the Initial Closing Datesatisfaction by the Company of the conditions set forth in Section 5, upon the terms and subject to the conditions set forth herein, satisfaction by the Company shall sell, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess Investor of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a)Section 6, ‎2.2(b) each purchase and ‎2.3, sale of the Initial Closing Subscribed Shares contemplated by Section 2.2 shall occur take place remotely via the exchange of documents and signatures on a date specified by the Parties, or by another method or at such other another time and date and at another location as the parties shall to be mutually agree and in accordance with Section ‎2.5. (b) Following initial receipt agreed to by the Company Parties. The time, date of the Meeting Minutes (which receipt may be via emailand place designated for purchase and sale contemplated by Section 2.2(i) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Initial Closing”). On , which date shall be no later than five (5) Business Days after the Second satisfaction or waiver of each condition to the Initial Closing Dateset forth in Section 5 and Section 6 (other than conditions that by their nature are to be satisfied at the Initial Closing, upon the terms and but subject to the conditions set forth hereinsatisfaction or waiver of such conditions). The date on which the Initial Closing shall be held is referred to in this Agreement as the “Initial Closing Date” and the date on which any Second Tranche Closing or Third Tranche Closing (each a “Subsequent Closing”) is held, as applicable, is referred to in this Agreement as a “Subsequent Closing Date.” (ii) At the Initial Closing and each Subsequent Closing, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of shall (i) one deliver to the Investor certificates representing the Series A-1 Senior Preferred Shares acquired by the Investor hereunder, (1ii) Share cause the Company’s register of members to be updated to reflect the Series A-1 Senior Preferred Shares purchased by the Investor and (iii) execute and delivery such other instruments of sale or transfer that the Investor may request in order to consummate such transaction. At the Initial Closing, the Investor shall (i) deliver an executed counterpart of this Agreement and the Ancillary Agreements to the Company and (ii) Warrants, the Purchasers may elect to purchase Units each consisting deposit US$12,500,000 by wire transfer of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid immediately available U.S. dollar funds into a bank account designated by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” At each Subsequent Closing, the (i) Investor shall be 19.99% of deposit the Per Share Subscription Price multiplied by the number of the Common Series A-1 Senior Preferred Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to acquired by the Investor by wire transfer of immediately available U.S. dollar funds into a bank account designated by the Company or its designee, provided that (unless such Subsequent Closing is consummated pursuant to Section 2.2(iv) above) and (ii) the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver a certificate to the Investor stating that each Purchaser its respective Shares of the representations and warranties contained in Section 3 below are true and correct as of the date of the Subsequent Closing in all material respects (without regard to any materiality, material adverse effect or Additional Pre-Funded Warrantssimilar qualifiers contained therein) and Warrants, and that the Company and has complied in all material respects with each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5covenant contained herein.

Closings. Each Closing shall take place as soon as practicable after each Advance Date in accordance with the procedures set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) On the Initial Closing Within 1 Trading Day after each Advance Date, upon the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth the amount of the Advance (taking into account any adjustments pursuant to Section 2.01), the Purchase Price, the number of shares of Common Stock to be issued and subscribed for (which in no event will be greater than the Ownership Limitation), and a report by Bloomberg, LP indicating the VWAP for each of the Trading Days during the Pricing Period, in each case taking into account the terms and subject conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit B. Upon receipt of the Settlement Document with respect to the conditions set forth hereineach Advance, the Company shall sellpromptly (and in any event not later than 1 Trading Day after receipt) review and either approve such Settlement Document so that it is deemed final, or provide any corrections to the Settlement Document and return it to the Investor. Any discrepancies that cannot be promptly resolved shall be submitted to an independent arbiter at the joint selection of the Company and the Purchasers Investor who shall purchaseresolve any discrepancies in accordance with this Agreement and whose determination shall be binding on both parties. (b) Upon acceptance of the Settlement Document with respect to each Advance, an aggregate the Company shall confirm that it has obtained all material permits and qualifications required for the issuance and transfer of approximately $10 million the shares of Shares; providedCommon Stock applicable to such Advance, however, that, or shall have the availability of exemptions therefrom and that the sale and issuance of such shares of Common Stock shall be legally permitted by all laws and regulations to which the extent a Purchaser determinesCompany is subject. (c) Promptly after acceptance of the Settlement Document with respect to each Advance (and, in its sole discretionany event, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of not later than three Trading Days after each Advance Date), the Initial Beneficial Ownership LimitationCompany will, or as will cause its transfer agent to, electronically transfer such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the shares of Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened Stock registered in the name of the Investor as shall equal (x) the amount of the Advance specified in such Advance Notice (as may be reduced according to the terms of this Agreement), divided by (y) the Purchase Price by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form) against payment of the Purchase Price in same day funds to an account designated by the Company. The No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of shares. Any certificates evidencing shares of Common Stock delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Date, each of the Company and the Investor shall deliver to each Purchaser its respective Initial Securities the other all documents, instruments and writings required to be delivered by either of them pursuant to Section ‎2.2(a), this Agreement in order to implement and effect the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5transactions contemplated herein. (b) Following initial receipt by the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5.

Closings. Each Closing shall take place on, or as soon as practicable after, each Advance Date in accordance with the procedures set forth below. In connection with each Closing the Company and the Investor shall fulfill each of its obligations as set forth below: (a) On the Initial Closing Within 1 Trading Day after each Advance Date, upon the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth the amount of the Advance (taking into account any adjustments pursuant to Section 2.01(c)Section 2.01(c) or Section 2.01(d)Section 2.01(d)Section 2.01(d)), the Purchase Price, the number of shares of Common Stock to be issued and subscribed for (which in no event will be greater than the Ownership Limitation), and a report by Bloomberg, LP indicating the VWAP for each of the Trading Days during the Pricing Period, in each case taking into account the terms and subject conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit B and the Investor will use its best efforts to deliver the Settlement Document to the conditions set forth hereinInvestor by 11 am New York time on the Trading Day after the Advance Date. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall sell(i) immediately review and either approve such Settlement Document or provide any corrections to the Settlement Document (a “Corrected Settlement Document”) and return it to the Investor and (ii) along with the return of each Settlement Document or Corrected Settlement Document confirm to the Investor that it has obtained all material permits and qualifications required for the issuance and transfer of the shares of Common Stock applicable to such Advance, or shall have the availability of exemptions therefrom and that the sale and issuance of such shares of Common Stock shall be legally permitted by all laws and regulations to which the Company is subject. (c) Upon receipt of any Corrected Settlement Document pursuant to Section 2.03(b)the above, the Investor shall immediately review and either approve such Corrected Settlement Document or if the Investor feels additional corrections are necessary, such Corrected Settlement Document will be promptly submitted to an independent, reputable appraiser jointly selected by the Company and the Purchasers Investor. Such appraiser will review and if necessary, revise, such Corrected Settlement Document. The determination of such appraiser shall purchasebe deemed binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne equally by both parties. (d) Immediately after a Settlement Document or Corrected Settlement Document with respect to an Advance is deemed final, an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of the Initial Beneficial Ownership LimitationCompany will, or as will cause its transfer agent to, electronically transfer such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the shares of Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened Stock registered in the name of the Investor as shall equal (x) the amount of the Advance specified in such Advance Notice (as may be reduced according to the terms of this Agreement), divided by (y) the Purchase Price by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form) against payment of the Purchase Price in same day funds to an account designated by the Company. The No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of shares. Any certificates evidencing shares of Common Stock delivered pursuant hereto shall be free of restrictive legends. (e) On or prior to the Advance Date, each of the Company and the Investor shall deliver to each Purchaser its respective Initial Securities the other all documents, instruments and writings required to be delivered by either of them pursuant to Section ‎2.2(a), this Agreement in order to implement and effect the transactions contemplated herein. (f) Each of the Company and the Investor acknowledge and agree that with respect to each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) Settlement Document that are deliverable at the Initial Closing. Upon satisfaction “time is of the covenants and conditions set forth in Sections ‎2.2(a)essence” with respect to a Closing occurring on, ‎2.2(b) and ‎2.3or as close as possible to the, the Initial relevant Advance Date, and with respect to each Corrected Settlement Document that “time is of the essence” with respect to a Closing shall occur remotely via occurring immediately after either (i) approval of such Corrected Settlement Document by the exchange of documents and signatures Investor, or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5. (bii) Following initial receipt by the Company parties of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaserappraiser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5determination.

Closings. Each Closing shall take place on, or as soon as practicable after, each Advance Date in accordance with the procedures set forth below. In connection with each Closing the Company and the Investor shall fulfill each of its obligations as set forth below: (a) On the Initial Closing Within 1 Trading Day after each Advance Date, upon the Investor shall deliver to the Company a written document (each a "Settlement Document") setting forth the amount of the Advance (taking into account any adjustments pursuant to Section 2.01(c) or Section 2.01(d)), the Purchase Price, the number of shares of Common Stock to be issued and subscribed for (which in no event will be greater than the Ownership Limitation), and a report by Bloomberg, LP indicating the VWAP for each of the Trading Days during the Pricing Period, in each case taking into account the terms and subject conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit B and the Investor will use its best efforts to deliver the Settlement Document to the conditions set forth hereinInvestor by 11 am New York time on the Trading Day after the Advance Date. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall sell(i) immediately review and either approve such Settlement Document or provide any corrections to the Settlement Document (a "Corrected Settlement Document") and return it to the Investor and (ii) along with the return of each Settlement Document or Corrected Settlement Document confirm to the Investor that it has obtained all material permits and qualifications required for the issuance and transfer of the shares of Common Stock applicable to such Advance, or shall have the availability of exemptions therefrom and that the sale and issuance of such shares of Common Stock shall be legally permitted by all laws and regulations to which the Company is subject. (c) Upon receipt of any Corrected Settlement Document pursuant to the above, the Investor shall immediately review and either approve such Corrected Settlement Document or if the Investor feels additional corrections are necessary, such Corrected Settlement Document will be promptly submitted to an independent, reputable appraiser jointly selected by the Company and the Purchasers Investor. Such appraiser will review and if necessary, revise, such Corrected Settlement Document. The determination of such appraiser shall purchasebe deemed binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne equally by both parties. (d) Immediately after a Settlement Document or Corrected Settlement Document with respect to an Advance is deemed final, an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of the Initial Beneficial Ownership LimitationCompany will, or as will cause its transfer agent to, electronically transfer such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the shares of Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened Stock registered in the name of the Investor as shall equal (x) the amount of the Advance specified in such Advance Notice (as may be reduced according to the terms of this Agreement), divided by (y) the Purchase Price by crediting the Investor's account or its designee's account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form) against payment of the Purchase Price in same day funds to an account designated by the Company. The No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of shares. Any certificates evidencing shares of Common Stock delivered pursuant hereto shall be free of restrictive legends. (e) On or prior to the Advance Date, each of the Company and the Investor shall deliver to each Purchaser its respective Initial Securities the other all documents, instruments and writings required to be delivered by either of them pursuant to Section ‎2.2(a), this Agreement in order to implement and effect the transactions contemplated herein. (f) Each of the Company and the Investor acknowledge and agree that with respect to each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) Settlement Document that are deliverable at the Initial Closing. Upon satisfaction "time is of the covenants and conditions set forth in Sections ‎2.2(a)essence" with respect to a Closing occurring on, ‎2.2(b) and ‎2.3or as close as possible to the, the Initial relevant Advance Date, and with respect to each Corrected Settlement Document that "time is of the essence" with respect to a Closing shall occur remotely via occurring immediately after either (i) approval of such Corrected Settlement Document by the exchange of documents and signatures Investor, or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5. (bii) Following initial receipt by the Company parties of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5appraiser's determination.

Closings. (a) On Subject to the Initial Closing Date, upon the terms and subject to satisfaction or waiver of the conditions set forth hereinin this Agreement, the Company shall sell, purchase and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess sale of the Initial Beneficial Ownership LimitationShares hereunder (the "Initial Closing") shall take place at 10:00 a.m. at the offices of White & Case LLP, or as such Purchaser may otherwise choosecounsel to Purchaser, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% at 1155 Avenue of the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities Americas, New York, New York, on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth December 13, 2000 or on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location date as the parties shall mutually agree and in accordance with upon (the "Initial Closing Date"). At the Initial Closing: (i) Purchaser shall deliver: (A) against delivery of certificates representing the Initial Shares being purchased by Purchaser pursuant to Section ‎2.52.1(a), an amount equal to the Initial Purchase Price via wire transfer of immediately available funds to such bank account as the Company shall have designated not later than one Business Day prior to the Initial Closing Date; and (B) a copy of the Registration Rights Agreement executed by such Purchaser. (bii) Following initial receipt by the The Company shall deliver to Purchaser: (A) against payment of the Meeting Minutes (which receipt may be via email) (Initial Purchase Price, a certificate or certificates representing the “Minutes Receipt Date”Initial Shares being purchased by Purchaser pursuant to Section 2.1(a), upon which shall be in definitive form and registered in the terms name of Purchaser or its nominee or designee and subject in a single certificate or in such other denominations as Purchaser shall have requested not later than one Business Day prior to the conditions set forth hereinInitial Closing Date; (B) an opinion of counsel to the Company, BVF and its Affiliates shall, on or before dated the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Initial Closing Date, upon the terms and subject substantially to the conditions effect set forth hereinin the form of Exhibit C attached hereto; (C) an officer's certificate of the Company as contemplated by Section 7.2(f); (D) a certificate of the secretary of the Company setting forth (w) a copy of the First Amended and Restated Certificate of Incorporation of the Company and all amendments thereto (including, without limitation, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate Certificate of approximately $20 million of Units. To the extent BVF determines, Designation) as in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued effect on the Initial Closing Date, immediately after giving effect to all certified by the issuance Secretary of State of the Additional Securities State of Delaware, (x) a copy of the by-laws of the Company, as in effect on the Second Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set , (y) copies of all resolutions of the Company authorizing the Transactions; and (z) an incumbency certificate setting forth on the name, title and authorized signature page hereto executed by such Purchaser shall be paid, or caused to be paidof each officer of the Company who will execute documents in connection with the Transactions; (E) a certificate of the Secretary of the Company setting forth, to the Company or its designeebest of his knowledge after reasonable investigation, provided that the Par Amount shall be credited to (x) a blocked capital increase account opened in the name copy of the Certificate of Incorporation or similar organic document of each direct Subsidiary of the Company and RealtyIQ Corp. and HQ Workplaces, Inc., together with all amendments thereof, as in effect on the Initial Closing Date, in each case certified by the Secretary of State or similar authority of the applicable jurisdiction of incorporation and (y), to the best of his knowledge, after reasonable investigation, the by-laws, operating agreement or any similar document of each direct Subsidiary of the Company and RealtyIQ Corp. and HQ Workplaces, Inc.; (F) a long-form good standing certificate of the Company and HQ Global issued by the Secretary of State of the State of Delaware; and (G) a copy of the Registration Rights Agreement executed by the Company. . (iii) The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrantsits designee) a placement fee in the amount of $750,000, in immediately available funds by wire transfer to an account designated by Purchaser at least one Business Day prior to the Initial Closing Date. (iv) Purchaser shall have received evidence of the payment of all costs and Warrants, expenses of Purchaser for which invoices have been received prior to the Initial Closing Date and which are required to be reimbursed by the Company and each Purchaser shall deliver pursuant to Section 8.10 hereof. (b) Subject to the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction or waiver of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4this Agreement, the Second Closing purchase and sale of Additional Shares hereunder (each an "Additional Closing" and together with the Initial Closing, each a "Closing") shall occur remotely via take place at 10:00 a.m. at the exchange offices of documents and signatures White & Case LLP, counsel to the Purchaser, at 1155 Avenue of the Americas, New York, New York, on such date as is specified in the relevant Notice of Additional Closing, or such other location later date as the parties shall may mutually agree agree, and in accordance no event shall be later than February 19, 2001 (each an "Additional Closing Date" and together with the Initial Closing Date, a "Closing Date"). At each Additional Closing: (i) Purchaser shall deliver against delivery of certificates representing the Additional Shares being purchased by Purchaser pursuant to Section ‎2.52.1(b), an amount equal to the applicable Additional Purchase Price via wire transfer of immediately available funds to such bank account as the Company shall have designated not later than one Business Day prior to the applicable Additional Closing Date; and (ii) The Company shall deliver to Purchaser: (A) against payment of the applicable Additional Purchase Price, a certificate or certificates representing the Additional Shares being purchased by Purchaser pursuant to Section 2.1(b), which shall be in definitive form and registered in the name of Purchaser or its nominee or designee and in a single certificate or in such other denominations as Purchaser shall have requested not later than one Business Day prior to the applicable Additional Closing Date; (B) an opinion of counsel to the Company, dated the applicable Additional Closing Date, substantially to the effect set forth in the form of Exhibit C attached hereto; (C) an officer's certificate of the Company as contemplated by Section 7.3(f); (D) a long-form good standing certificate of the Company and HQ Global issued by the Secretary of State of the State of Delaware; and (iii) Purchaser shall have received evidence of the payment of all costs and expenses of Purchaser for which invoices have been received prior to the relevant Additional Closing Date and which are required to be reimbursed by the Company pursuant to Section 8.10 hereof.

Closings. Each Closing shall take place as soon as practicable after each Advance Date in accordance with the procedures set forth below. In connection with each Closing the Company and the Investor shall fulfill each of its obligations as set forth below: (a) On the Initial Closing Within 1 Trading Day after each Advance Date, upon the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth (i) the number of Shares to be purchased by the Investor pursuant to the Advance (taking into account any adjustments pursuant to Section 2.01(c) Section 2.01(c) or Section 2.01(d)Section 2.01(c)), (ii) the Purchase Price for the Advance, (iii) the Market Price for such Advance (as supported by a report by Bloomberg, LP indicating the VWAP for each of the Trading Days during the Pricing Period) and (iv) the amount payable to the Company (which shall equal the number of Shares to be purchased pursuant to such Advance (as specified in the relevant Advance Notice and taking into account any adjustments pursuant to Section 2.01(c) or Section 2.01(d)), multiplied by the Purchase Price), in each case taking into account the terms and subject conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit B. (b) Upon receipt of the Settlement Document with respect to the conditions set forth hereineach Advance, the Company shall sellconfirm that it has obtained all material permits and qualifications required for the issuance and transfer of the shares of Common Stock applicable to such Advance, or shall have the availability of exemptions therefrom and that the Purchasers sale and issuance of such shares of Common Stock shall purchasebe legally permitted by all laws and regulations to which the Company is subject. (c) Promptly after receipt of the Settlement Document with respect to each Advance (and, an aggregate of approximately $10 million of Shares; providedin any event, howevernot later than three Trading Days after each Advance Date), thatthe Company will, or will cause its transfer agent to, electronically transfer the Shares being issued and sold pursuant to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened Advance registered in the name of the Investor by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form) against payment of the Purchase Price in same day funds to an account designated by the Company. The Any certificates evidencing shares of Common Stock delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Date, each of the Company and the Investor shall deliver to each Purchaser its respective Initial Securities the other all documents, instruments and writings required to be delivered by either of them pursuant to Section ‎2.2(a), this Agreement in order to implement and effect the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5transactions contemplated herein. (b) Following initial receipt by the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5.

Closings. The closing of each Advance and each sale and purchase of Shares related to each Advance (aeach, a “Closing”) shall take place on the applicable Settlement Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Ordinary Shares that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, and subject to Section 2.02.d of this Agreement, the Company and the Investor shall fulfill each of its obligations as set forth below: a. On the Initial Closing DateSettlement Date in respect of an Advance, upon the Investor shall deliver to the Company a written document, in the form attached hereto as Exhibit B (each a “Settlement Document”), setting forth the final number of Shares to be purchased by the Investor (taking into account any adjustments pursuant to Section 2.04), the applicable Purchase Price, the aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg, L.P. indicating the VWAP of the Ordinary Shares for each of the Trading Days during the applicable Pricing Period (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties), in each case in accordance with the terms and subject conditions of this Agreement. The Investor shall pay to the conditions set forth herein, Company the Company shall sell, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess Purchase Price of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount (as set forth on in the signature page hereto executed Settlement Document) in cash in immediately available funds to an account designated by such Purchaser shall be paidthe Company in writing, or caused to be paid, and transmit notification to the Company or its designeethat such funds transfer has been requested. b. Notwithstanding anything to the contrary in this Agreement, provided that if on any day during the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), and Pricing Period (i) the Company and each Purchaser shall deliver notifies Investor that a Material Outside Event set forth in Section 6.08(i) through (v) has occurred or if the respective items Material Outside Event set forth in Sections ‎2.2(a6.08(vi) or (vii) shall have occurred, or (ii) the Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end (the “Advance Halt”) and ‎2.2(b) that are deliverable the final number of Shares to be purchased by the Investor at the Initial Closing. Upon satisfaction Closing for such Advance shall be equal to the number of Shares sold by the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, Investor during the Initial Closing shall occur remotely via applicable Pricing Period prior to the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5. (b) Following initial receipt by notification from the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject a Material Outside Event or Black Out Period. c. On or prior to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Settlement Date, upon the terms and subject to the conditions set forth herein, each of the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company Investor shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) the other all documents, instruments and Warrants, writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5transactions contemplated herein.

Closings. The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”) shall take place as soon as practicable on or after each Advance Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price will not be known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) On the Initial Closing each Advance Date, upon the Investor shall deliver to the Company a written document, in the form attached hereto as Exhibit B (each a “Settlement Document”), setting forth the final number of Shares to be purchased by the Investor (taking into account any adjustments pursuant to Section 2.01), the Market Price, the Purchase Price, the aggregate proceeds to be paid by the Investor to the Company, and a report by ▇▇▇▇▇▇▇▇▇, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties), in each case in accordance with the terms and subject to the conditions set forth herein, the Company shall sell, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu this Agreement. The final number of Shares in to be purchased by the Investor at the Closing for such manner to result in Advance shall equal the same aggregate purchase price being paid by such Purchaser to sum of (i) the Company. The “Initial Beneficial Ownership Limitation” Adjusted Advance Amount which shall be 19.99% of purchased at the Purchase Price, plus (ii) the aggregate number of Additional Shares elected to be purchased by the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities Investor on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount Excluded Days during such Pricing Period (as set forth on the signature page hereto executed contemplated by such Purchaser Section 2.01(d)(ii)) which shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable purchased at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5applicable MAP. (b) Following initial Promptly after receipt of the Settlement Document with respect to each Advance (and, in any event, not later than one Trading Day after such receipt), the Company will, or will cause its transfer agent to, electronically transfer such number of Shares to be purchased by the Investor (as set forth in the Settlement Document) by crediting the Investor’s account or its designee’s account at The Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto, and transmit notification to the Investor that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to the Company the aggregate purchase price of the Shares (as set forth in the Settlement Document) in cash in immediately available funds to an account designated by the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms in writing and subject transmit notification to the conditions set forth hereinCompany that such funds transfer has been requested. No fractional shares shall be issued, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject any fractional amounts shall be rounded to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate next higher whole number of approximately $20 million of Unitsshares. To facilitate the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number transfer of the Common Shares outstandingby the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (c) On or prior to the Initial Securities issued on the Initial Closing Advance Date, immediately after giving effect to the issuance each of the Additional Securities on Company and the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company Investor shall deliver to each Purchaser its respective Shares the other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or Additional Pre-Funded Warrants(ii) and Warrantsthe Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end and the Company and each Purchaser shall deliver final number of Shares to be purchased by the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable Investor at the Second Closing. Upon satisfaction Closing for such Advance shall be equal to the number of Common Shares sold by the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, Investor during the Second Closing shall occur remotely via applicable Pricing Period prior to the exchange notification from the Company of documents and signatures a Material Outside Event or such other location as the parties shall mutually agree and in accordance with Section ‎2.5Black Out Period.

Closings. (a) On Subject to the Initial terms and conditions of this Agreement, the Company and the Investor shall cause the closing of the purchase and sale of the Closing Purchased Securities (the “Closing”) to occur on the fifth (5th) Business Day after the conditions to the Closing set forth in Sections 6.1 and 6.2 of this Agreement are satisfied or waived (other than those conditions that, by their terms cannot be satisfied until the Closing Date, upon but subject to the satisfaction or waiver of such conditions) (the “Closing Date”), at 10:00 a.m. Eastern time, by remote electronic exchange of documents (by facsimile, .pdf, e-mail or other form of electronic communication) or such other date, time or location as the Company and the Investor may agree. At the Closing, in addition to the obligations pursuant to Section 2.3, the Company shall deliver to the Investor book entry accounts and duly executed warrants, as applicable, representing the Closing Purchased Securities in consideration for (i) payment of $140,000,000 (the “Closing Payment Amount”) in cash by wire transfer of immediately available funds to an account designated by the Company at least two (2) Business Days prior to Closing (the “Closing Payment”) and (ii) the obligation (subject to adjustment in accordance with the terms hereof) to pay $60,000,000 in the aggregate (the “Capital Commitment”) in consideration for an aggregate of 3,200,000 shares of Common Stock (the “Second Tranche Common Stock”), 1,600,000 shares of Preferred Stock (the “Second Tranche Preferred Stock”) and Warrants to purchase 1,056,000 shares of Common Stock, subject to the terms thereof (the “Second Tranche Warrants”), at the times, on the terms and otherwise in accordance with Sections 2.2(b), 2.2(c) and 2.2(d) (each such payment and issuance of such Securities, a “Funding”). The amount of Capital Commitments remaining to be funded at any time shall be referred to as the “Unfunded Capital Commitment.” (b) At any time and from time to time prior to 5:00 p.m. New York City time on the second (2nd) anniversary of the Closing Date (the “Cutoff Date”), subject to the terms and conditions hereof, the Company may request a Funding by delivering or causing to be delivered to the Investor a notice requesting a Funding (a “Funding Notice”) and setting forth (i) the aggregate amount of the requested Funding, which amount may not be less than $5,000,000 unless the Unfunded Capital Commitment is less than $5,000,000 (in which case such amount shall be the entire remaining portion of the Unfunded Capital Commitment) (with respect to each Funding Date, such Funding Date’s “Funding Date Purchase Price”), (ii) the purchase price per share for such Funding, which shall be equal to $11.25 less (but not below $0.01) the amount of all dividends and distributions received with respect to a share of Common Stock from and after the date hereof and on or prior to the applicable Funding Date (with respect to each Funding Date, such Funding Date’s “Funding Date Price Per Share”), (iii) the number of Funding Date Acquired Common Shares (as defined below), Funding Date Acquired Preferred Shares (as defined below) and Funding Date Acquired Warrants (as defined below), (iv) the requested closing date of the Funding (the “Funding Date”), which must be on a Business Day and may not be earlier than ten (10) Business Days following receipt of the Funding Notice and may not be later than the earlier of thirty (30) days after the date of the Funding Notice and thirty (30) days after the Cutoff Date and (v) wire transfer information to which the Investor shall fund Funding Date Purchase Price on the Funding Date. Each Funding made by the Investor pursuant to a Funding Notice shall reduce the Unfunded Capital Commitment by the amount of such Funding. No Funding Notice may be issued for any Funding which requires amounts to be funded by the Investor in an amount in excess of the then-outstanding Unfunded Capital Commitment or that would require the Investor to fund in the aggregate pursuant to this Section 2.2(b) an amount greater than the Capital Commitment, and in no event shall the Investor be obligated to consummate any Funding or otherwise fund any portion of its Capital Commitment pursuant to a Funding Notice delivered to the Investor after the Cutoff Date or that would require Funding thirty (30) days after the Cutoff Date. In the event that on the Funding Date any of the conditions set forth hereinin Sections 6.3 and 6.4 are not satisfied or waived, the Company Funding Date shall sellbe delayed until the fifth (5th) Business Day following satisfaction or waiver of such conditions (subject, and in any event, to the Purchasers shall purchase, an aggregate satisfaction or waiver of approximately $10 million of Sharessuch conditions on the Funding Date); provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid event the Funding Date is delayed by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5. (b) Following initial receipt by the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is more than thirty (30) days following the Minutes Receipt original Funding Date or is delayed beyond thirty (30) days following the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Cutoff Date, upon the applicable Funding Notice shall be deemed rescinded and a new Funding Notice will be required to be delivered (subject to the terms and conditions hereof) in order to effect a Funding. For the avoidance of doubt, any obligation of the Investor to effect a Funding is subject to the satisfaction or waiver of the conditions set forth hereinin Section 6.3. (c) The Company shall notify the Investor at least thirty (30) Business Days prior to the consummation of any Change of Control of the Company or an Initial Public Offering, setting forth the material terms thereof. At the Investor’s request, in the event that at the time of receipt of such notice, or at any time within thirty (30) days after the Cutoff Date, any Unfunded Capital Commitment remains outstanding, the Investor may (but is not obligated to) demand a Funding of all or any portion of the remaining Unfunded Capital Commitment by delivering notice thereof to the Company (which, in the case of a Change of Control of the Company or an Initial Public Offering, shall be at least fifteen (15) Business Days prior to the consummation thereof). Promptly, and in any event within five (5) Business Days, after receipt of such request, the Company agrees shall issue a Funding Notice for a Funding of the entire remaining Unfunded Capital Commitment (or a portion thereof specified in the notice by the Investor to sellthe Company) to be funded, in the case of a Change of Control of the Company or an Initial Public Offering, immediately prior to (and contingent upon) the consummation thereof. (d) On each Funding Date, the Company shall issue and sell to the Investor, and the Purchasers agree to purchaseInvestor shall purchase from the Company, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one a number of shares of Common Stock equal to sixty-percent (160%) of the Funding Date Purchase Price divided by the Funding Date Price Per Share and (with respect to each Funding Date, such Funding Date’s “Funding Date Acquired Common Shares”), (ii) Warrantsa number of shares of Preferred Stock equal to the Second Tranche Preferred Stock multiplied by a fraction, the Purchasers may elect numerator of which equals forty-percent (40%) of the Funding Date Purchase Price and the denominator of which equals forty-percent (40%) of the aggregate Capital Commitment (with respect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant Funding Date, such Funding Date’s “Funding Date Acquired Preferred Shares”), and (yiii) a number of Warrants equal to the Second Tranche Warrants multiplied by a fraction, the numerator of which equals the Funding Date Purchase Price and the denominator of which equals the aggregate Capital Commitment (with respect to each Funding Date, such Funding Date’s “Funding Date Acquired Warrants”), in such manner each case, which Securities shall be fully paid and non-assessable and free and clear of all Liens (other than transfer restrictions pursuant to result in applicable securities laws). In consideration for the same issuances, the Investor shall pay on the Funding Date an aggregate purchase price being paid by such Purchaser equal to the CompanyFunding Date Purchase Price in cash by wire transfer of immediately available funds to the account designated by the Company in the Funding Notice. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing On each Funding Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective the Investor a book entry account representing the Funding Date Acquired Common Shares (or Additional Pre-Funded and a duly executed Warrant representing the Funding Date Acquired Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5.

Closings. The closing of each Advance shall take place on each Share Issuance Date in accordance with the following procedures: (a) On Within 1 Trading Day after the Initial Closing Dateend of the applicable Pricing Period, upon the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.01(c), Section 2.01(d) or Section 2.01(e), (ii) the Net Advance Amount, (iii) the Minimum Acceptable Price (if any) for the Advance, (iv) the number of Excluded Days (if any) taken into account in determining the Pricing Period, (v) the Purchase Price for the Shares, (vi) the Market Price for the Advance (as supported by a report by Bloomberg, LP indicating the VWAP for each of the Trading Days during the Pricing Period), (vii) the number of Additional Shares, if any, to be purchased and (viii) the amount payable to the Company, in each case, taking into account the terms and subject to the conditions set forth herein, the Company of this Agreement. The Settlement Document shall sell, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result be substantially in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” form attached hereto as Exhibit B and shall be 19.99% of delivered in accordance with the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as instructions set forth on the signature page hereto executed top of Exhibit B or such other instructions that the Company may provide to the Investor in writing. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications required for the issuance and transfer of the shares of Common Stock applicable to such Purchaser Advance, or shall have the availability of exemptions therefrom and that the sale and issuance of such shares of Common Stock shall be paidlegally permitted by all laws and regulations to which the Company is subject. (c) On each Share Issuance Date the Company will, or caused to be paidwill cause its transfer agent to, to the Company electronically transfer or its designee, provided that the Par Amount shall be credited to deliver a blocked capital increase account opened stock certificate without any restrictive legend for such number of shares of Common Stock registered in the name of the Company. The Company Investor as shall deliver equal (x) the amount of the Advance specified in such Advance Notice (as may be reduced according to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(athe terms of this Agreement), and divided by the Company and each Purchaser shall deliver Purchase Price against payment of the respective items aggregate Purchase Price (less the Commission as set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(abelow), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5. (b) Following initial receipt same day funds to an account designated by the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrantsthe Additional Shares, if any, against payment of the Minimum Acceptable Price, in such manner to result in each case, by crediting the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each PurchaserInvestor’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company account or its designee, provided that ’s account at the Par Amount Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be credited freely tradable, registered shares in good deliverable form). No fractional shares shall be issued, and any fractional amounts shall be rounded to a blocked capital increase account opened in the name next higher whole number of shares. Any certificates evidencing shares of Common Stock delivered pursuant hereto shall be free of restrictive legends. (d) On each Share Issuance Date, upon receipt of the Company. The Company shall deliver Shares related to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4such Advance, the Second Closing shall occur remotely via Investor will pay the exchange of documents and signatures or such other location as the parties shall mutually agree and Commission to Yorkville Advisors HK Limited in accordance with Section ‎2.5same day funds to an account designated by Yorkville Advisors HK Limited.

Closings. (a) On the Initial Closing DateOn, upon and subject to, the terms and subject to the conditions set forth herein, the Company shall sell, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3this Agreement, the Initial initial closing of the sale, purchase, assignment, transfer and delivery of the First Closing Sold Equity (the “First Closing”) shall occur take place on the earlier of (x) December 4, 2025 and (y) the third Business Day following the satisfaction or waiver of all of the conditions set forth in Article V (other than those conditions that by their nature are to be satisfied at the First Closing but subject to the satisfaction or waiver of those conditions at the First Closing) remotely via the exchange of executed documents and signatures signature pages (or at such other location date, time and place as is mutually agreed to by the Company and the Seller). The day on which the First Closing occurs is referred to herein as the parties shall mutually agree and in accordance with Section ‎2.5“First Closing Date”. (b) Following initial receipt by the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”)On, upon and subject to, the terms and subject to the conditions set forth hereinin this Agreement, BVF the closing of the sale, purchase, assignment, transfer and its Affiliates shall, on or before delivery of the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing Second Closing Sold Equity (the “Second Closing” and, together with the First Closing, each a “Closing”)) shall take place no later than February 27, 2026. On The day on which the Second Closing occurs is referred to herein as the “Second Closing Date” (together with the First Closing Date, upon the terms and subject each a “Closing Date”). (c) At or prior to each Closing, each Seller Entity shall deliver to the conditions set forth hereinCompany a duly executed, the Company agrees to sellvalid, accurate and the Purchasers agree to purchaseproperly completed Internal Revenue Service (“IRS”) Form W-9 certifying that such Seller Entity is a U.S. person. (d) For U.S. federal and applicable state and local income tax purposes, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, it is intended that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one each purchase of Class A Common Stock hereunder shall be treated as an exchange under Section 302(a) of the Internal Revenue Code of 1986, as amended (1the “Code”) Share and (ii) Warrants, the Purchasers may elect to each purchase of FOAEC Units each consisting of hereunder shall be treated as (x) one (1) Pre-Funded Warrant if the purchase is made by FOAEC and not funded by a contribution of cash to FOAEC by FOA or any of its Affiliates, a distribution under Section 731 of the Code or (y) Warrantsif the purchase is made by FOA or any of its Affiliates (other than FOAEC or its Subsidiaries) or funded by a contribution of cash to FOAEC by FOA or any of its Affiliates, a sale by the applicable Seller Entity of an interest in a partnership. The Parties hereto shall not take any position inconsistent with such manner intended treatment for applicable tax purposes unless otherwise required pursuant to result in a “determination” within the same aggregate purchase price being paid by such Purchaser meaning of Section 1313(a) of the Code. (e) Notwithstanding anything to the contrary in this Agreement, the Company. The “Final Beneficial Ownership Limitation” , its Affiliates and any other applicable withholding agent shall be 19.99% entitled to deduct and withhold from any payments under this Agreement any amount required to be deducted or withheld by applicable Law; provided, that absent a change in applicable Laws after the date of the number Prior Agreement, no tax shall be withheld from any payments hereunder to any Seller Entity that complies with Section 1.2(c). Any amount so deducted or withheld will be treated for all purposes of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect this Agreement as having been paid to the issuance Person in respect of which such deduction or withholding was made. Except with respect to withholding resulting from a failure to deliver a tax form contemplated by this Agreement, the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser Company shall be paid, or caused use commercially reasonable efforts to provide prior notice of any amounts required to be paiddeducted and withheld from any payment made by it pursuant to this Agreement and to cooperate in good faith to either reduce or eliminate any amounts required to be so deducted and withheld in respect of any such Person, at such Person’s request, to the Company or its designee, extent permitted by law; provided that such requesting Person provides the Par Amount shall be credited applicable withholding Party with duly executed certifications, documents or forms required to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (reduce or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures avoid such deduction or such other location as the parties shall mutually agree and in accordance with Section ‎2.5withholding.

Closings. Each Closing shall take place as soon as practicable after each Advance Date in accordance with the procedures set forth below. In connection with each Closing the Company and the Investor shall fulfill their respective obligations as set forth below: (a) On No later than 11:00 a.m. (Zug time) on the Initial Closing Advance Date, upon the terms and subject to Investor shall forward via fax or e-mail a calculation sheet substantially in the conditions set forth herein, form attached hereto as Exhibit 3.01 (a) (i) (the Company shall sell, “Settlement Document”) which calculates the Subscription Price and the Purchasers shall purchasePurchase Price, an aggregate of approximately $10 million of Shares; providedrespectively, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of well as the number of the Common Shares outstanding immediately after giving effect to the issuance Securities and is accompanied by screenshots of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Companyrelevant Bloomberg screens. The Company shall deliver review such calculation promptly and shall notify the Investor no later than 5:00 p.m. (Zug time) on the Advance Date of any objections it may have in substantiated manner. Both Parties agree to each Purchaser its respective Initial Securities pursuant settle any such objections in good faith and promptly. The date on which a Settlement Document is mutually agreed by both Parties shall be referred to Section ‎2.2(a)herein as an “Acceptance Date”. On the Acceptance Date and based on the Settlement Document, and the Company and each Purchaser Investor shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction take preparatory measures which allow for a prompt wiring of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, requisite amount following receipt of the Initial Closing shall occur remotely via payment instruction by an Investor’s bank on the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5next Trading Day. (b) Following initial receipt If and to the extent that the Company has opted to deliver Securities under an Advance by way of issuance of New Shares the following shall apply: (i.) No later than midnight (24:00 Zug time) on the Acceptance Date the Company, upon the board’s resolution to increase the share capital (Durchfahrungsbeschluss), shall provide the Investor with a completed form of the Subscription Certificate to be signed by the Company Investor substantially in the form of the Meeting Minutes Exhibit 3.01 (which receipt may be via emailb) (i) (the “Minutes Receipt Subscription Certificate”) and a draft of the resolution of the board regarding the implementation of the capital increase (Feststellungsbeschluss). (ii.) No later than the first (1st) Trading Day following the Acceptance Date”, the Investor shall have mailed to the Company via overnight courier service (or if such overnight courier service is not available, by the next fastest available courier service) one completed and duly executed original of the Subscription Certificate for the Securities in accordance with article 630 of the Swiss Code of Obligations. The Investor shall, in addition to the delivery by courier, send the Company a copy of the executed Subscription Certificate to the facsimile or to the e-mail address designated by the Company. (iii.) No later than the first (1st) Trading Day following the Acceptance Date, the Investor shall have instructed its bank for payment of the Total Subscription Price to be credited to the Capital Contribution Account not later than the second (2nd) Trading Day following the Acceptance Date. (iv.) Promptly after receipt of the Subscription Certificate and the confirmation from the bank that the Total Subscription Price has been paid to the Capital Contribution Account, the board of the Company shall resolve at a notary public to implement the capital increase (Feststellungsbeschluss) and shall promptly apply for registration of the capital increase with the commercial register A copy of such resolution and evidence of filing for registration with the commercial register shall be promptly faxed to the Investor. (v.) On the day of registration of the capital increase in the commercial register the Company shall have recorded the newly issued shares in the uncertificated securities book (Wertrechtebuch), upon shall have caused the terms and Investor to be registered as shareholder in the shareholders’ register with respect to the newly issued Securities (subject to the conditions set forth herein, BVF relevant procedures of the third party share register provider) and its Affiliates shall, on or before shall have caused the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred Securities to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject be transferred to the conditions set forth herein, Investor Share Account as soon as possible. The Company undertakes to cause the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess registration of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result Securities in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% main register of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the CompanySIX SIS (Hauptregister). The Company shall deliver have made sure that the listing of the Shares issued to each Purchaser its respective Shares the Investor has occurred promptly after the registration of the capital increase in the commercial register. (c) If the Company fails to promptly resolve on the capital increase or Additional Pre-Funded Warrants) and Warrantsto file for the capital increase, all according to Section 3.01(b)(iv), and provided that the resulting delay is not caused by the Investor, the election of the Company in the Advance Notice to issue partly or entirely New Shares shall be deemed to have not been made and the number of New Shares that should have been issued shall be added to the Treasury Shares to be delivered pursuant to the Advance Notice, whereby the Investor shall only be obligated to make payment for the reallocated number of Shares promptly after repayment of the amount paid to the Capital Contribution Account for the issuance of New Shares. If the capital increase can not be registered with the commercial register due to a blockage of the commercial register caused by a third party the Company and each Purchaser the Investor shall undertake commercially reasonable efforts in order to effect the cancellation of the subscription and the release and return of the paid Total Subscription Price from the Capital Contribution Account to the Investor. (d) If and to the extent that the Company has opted to deliver Securities under an Advance by way of a sale of Treasury Shares, the respective items set forth following shall apply: (i.) No later than the first (1st) Trading Day following the Acceptance Date, the Company shall transfer the purchased Shares in Sections ‎2.2(cthe form of intermediated securities (Bucheffekten) and ‎2.2(d) deliverable at to the Second ClosingInvestor Share Account. Upon satisfaction receipt of a respective request for registration via the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4SIX SIS system, the Second Closing shall occur remotely via Company’s third party provider maintaining the exchange of documents and signatures or such other location Companys’ share register will record the Investor as shareholder in the parties shall mutually agree and shareholders’ register in accordance with Section ‎2.5its applicable procedures. (ii.) The transfer of the purchased Shares shall be made against payment of the Total Purchase Price to be credited to the Specified Bank Account. The Parties shall instruct their respective bankers to cooperate with each other such that delivery of shares is against payment.

Closings. Each Closing shall take place as soon as practicable after each Advance Date in accordance with the procedures set forth below. In connection with each Closing the Company and the Investor shall fulfill each of its obligations as set forth below: (a) On the Initial Closing Within 1 Trading Day after each Advance Date, upon the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth the amount of the Advance (taking into account any adjustments pursuant to Section 2.01(c) or Section 2.01(d)), the Purchase Price, the number of shares of Common Stock to be issued and subscribed for (which in no event will be greater than the Ownership Limitation), and a report by Bloomberg, LP indicating the VWAP for each of the Trading Days during the Pricing Period, in each case taking into account the terms and subject conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit B. (b) Upon receipt of the Settlement Document with respect to the conditions set forth hereineach Advance, the Company shall sellconfirm that it has obtained all material permits and qualifications required for the issuance and transfer of the shares of Common Stock applicable to such Advance, or shall have the availability of exemptions therefrom and that the Purchasers sale and issuance of such shares of Common Stock shall purchase, an aggregate be legally permitted by all laws and regulations to which the Company is subject. (c) Promptly after receipt of approximately $10 million of Shares; provided, however, that, the Settlement Document with respect to the extent a Purchaser determineseach Advance (and, in its sole discretionany event, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of not later than three Trading Days after each Advance Date), the Initial Beneficial Ownership LimitationCompany will, or as will cause its transfer agent to, electronically transfer such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the shares of Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened Stock registered in the name of the Investor as shall equal (x) the amount of the Advance specified in such Advance Notice (as may be reduced according to the terms of this Agreement), divided by (y) the Purchase Price by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases will be covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such shares) against payment of the Purchase Price in same day funds to an account designated by the Company. The No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of shares. (d) On or prior to the Advance Date, each of the Company and the Investor shall deliver to each Purchaser its respective Initial Securities the other all documents, instruments and writings required to be delivered by either of them pursuant to Section ‎2.2(a), this Agreement in order to implement and effect the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5transactions contemplated herein. (b) Following initial receipt by the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5.

Closings. (a) On The closing of the Initial transactions contemplated hereby (the "Closing") shall occur on the date hereof, at the offices of counsel to EIS in New York, New York, or such other place as the parties may agree. (b) As a condition of the Closing Dateof the transactions contemplated hereby, the Company shall produce its certificate of incorporation and by-laws for review and approval (which approval shall not be unreasonably withheld) by EIS. (c) At the Closing, (x) the Company shall issue and sell to EIS, and EIS shall purchase from the Company, upon the terms and subject to the conditions set forth herein, for an aggregate purchase price of $2,985,000, 199,000 shares of Common Stock and (y) the Company shall sellissue and sell to Bioject, and the Purchasers Bioject shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to from the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5. (b) Following initial receipt by the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF for an aggregate purchase price of $12,015,000, 801,000 shares of Common Stock. (d) At the Closing, the parties hereto shall execute and its Affiliates shalldeliver to each other, on or before as applicable: (1) (i) certificates in respect of the date that is thirty Common Stock described above; (30ii) days following the Minutes Receipt Date Registration Rights Agreement (together with this Agreement, the last day of such period referred to "Newco Transaction Documents"); and (2) certificates as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth hereinincumbency of the officers executing the Newco Transaction Documents and such other matters as shall be customary for transactions of this type and as may be reasonably requested by each of the parties hereto of the other. In addition, at the Closing, the Company agrees shall cause to sellbe delivered to the Purchasers an opinion of counsel, in a form reasonably satisfactory to the Purchasers, covering the due authority of the Company and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess due authorization of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) WarrantsNewco Transaction Documents, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the due issuance of the Additional Securities, no violations of law or charter documents and other customary matters, which opinion may contain customary exceptions. (e) The Shares will be issued under an exemption or exemptions from registration under the Securities on Act; accordingly, the Second Closing Datecertificates evidencing the Shares shall, upon issuance, contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT UNDER ANY CIRCUMSTANCES BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT. Each Purchaser’s Initial Subscription Amount The Common Stock is afforded the rights and benefits as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened described in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5Registration Rights Agreement.

Closings. (a) On Each closing for the Initial Closing Date, upon the terms purchase and subject to the conditions set forth herein, the Company shall sell, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess sale of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” Mortgage Loans shall be 19.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities take place on the Initial a Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser The closing shall be paideither: by telephone, confirmed by letter, email or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location wire as the parties shall mutually agree and agree, or conducted in accordance with Section ‎2.5.person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on a Closing Date shall be subject to each of the following conditions: (a) at least five (5) Business Days prior to the Closing Date, the Seller shall deliver to the Purchaser a CD, or transmit by e-mail, a listing on a loan-level basis of the information contained in the Mortgage Loan Schedule; (b) Following initial receipt by the Company all of the Meeting Minutes (which receipt may representations and warranties of the Seller under this Agreement shall be via email) (materially true and correct as of the “Minutes Receipt Date”)Closing Date or, upon with respect to representations and warranties made as of a date other than the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon as of such date, and no event shall have occurred which, with notice or the terms and passage of time, would constitute a material default under this Agreement; (c) the Purchaser shall have received, or the Purchaser’s attorneys shall have received in escrow, all closing documents (subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) WarrantsSection 2.07), in such manner to result in the same aggregate purchase price being paid by such Purchaser forms as are agreed upon and acceptable to the CompanyPurchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof; (d) the Seller shall have delivered and released to the Purchaser (or its designee) on or prior to the Closing Date all documents required pursuant to the terms of this Agreement; and (e) all other terms and conditions of this Agreement and the Purchase Price and Terms Letters shall have been materially complied with. The “Final Beneficial Ownership Limitation” Subject to the foregoing conditions, the Purchaser shall be 19.99% of pay to the number of the Common Shares outstanding, including the Initial Securities issued Seller on the Initial Closing Date, the Purchase Price pursuant to Section 2.02 of this Agreement, by wire transfer of immediately after giving effect available funds to the issuance of account designated by the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5Seller.

Closings. The closing of each Advance and each sale and purchase of the Ordinary Shares (whether or not in the form of ADSs) under each Advance (each, a “Closing”) shall take place as soon as practicable on or after each Advance Date in accordance with the procedures set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) On the Initial Closing each Advance Date, upon the Investor shall deliver to the Company a written document, in the form attached hereto as Exhibit B (each a “Settlement Document”), setting forth the final amount of the Advance (taking into account any adjustments pursuant to Section 2.01), the Market Price, the Purchase Price, the number of ADSs representing Ordinary Shares to be purchased by the Investor, the number of ADSs to be issued representing the Ordinary Shares, and a report by Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties), in each case in accordance with the terms and subject conditions of this Agreement. The number of ADSs to be purchased by the Investor at the Closing for such Advance shall equal the sum of (i) the Adjusted Advance Amount divided by the Purchase Price, rounded to the conditions set forth herein, the Company shall sell, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the nearest whole number of ADSs, plus (ii) the Common Shares outstanding immediately after giving effect to aggregate number of ADSs sold by the issuance of the Initial Securities Investor on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount Excluded Days during such Pricing Period (as set forth on the signature page hereto executed contemplated by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a2.01(d)(ii)), and the Company and each Purchaser underlying Ordinary Shares to be issued shall deliver be determined by multiplying the respective items resulting number of ADSs by the then applicable Ordinary Share-to-ADS conversion ratio, which is set forth in Sections ‎2.2(aat one (1) and ‎2.2(bADS representing fifty (50) that are deliverable at the Initial Closing. Upon satisfaction Ordinary Shares as of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5.date hereof.. (b) Following initial Promptly after receipt of the Settlement Document with respect to each Advance (and, in any event, not later than one Trading Day after such receipt), the Company will deposit such number of Ordinary Shares to be purchased by the Investor (as set forth in the Settlement Document) with the Deutsche Bank Trust Company Americas (the “Depositary”) and instruct the Depositary to credit such aggregate number of ADSs to which the Investor shall be entitled to the Investor’s or its designee’s balance account with DTC through its Deposit Withdrawal and Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto, and transmit notification to the Investor that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to the Company of the Meeting Minutes aggregate amount of the Advance (which receipt may as set forth in the Closing Statement) in cash in immediately available funds to an account designated by the Company in writing and transmit notification to the Company that such funds transfer has been requested. No fractional shares shall be via email) (issued, and any fractional amounts shall be rounded to the “Minutes Receipt Date”)next higher whole number of shares. To facilitate the transfer of the Ordinary Shares or the ADSs by the Investor, upon the terms Ordinary Shares or the ADSs will not bear any restrictive legends so long as there is an effective Registration Statement covering the offer and sale of such Ordinary Shares in the form of ADSs to the Investor and any resale of such Ordinary Shares in the form of ADSs. The issuance and delivery of ADSs shall at all times be subject to the conditions set forth hereinterms of the Deposit Agreement, BVF dated September 27, 2018, between the Company, the Depositary and its Affiliates shallthe owners and beneficial owners of ADSs issued thereunder, on and to applicable law. (c) On or before prior to the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Advance Date, upon each of the terms Company and subject the Investor shall deliver to the conditions set forth other all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, if on any day during a Pricing Period the Company notifies Investor that a Material Outside Event has occurred, the Company agrees to sell, parties agree that the pending Advance shall end and the Purchasers agree final number of ADSs to purchase, up to an aggregate of approximately $20 million of Units. To be purchased by the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of Investor at the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in Closing for such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” Advance shall be 19.99% of equal to the number of ADSs sold by the Common Shares outstanding, including Investor during the Initial Securities issued on the Initial Closing Date, immediately after giving effect applicable Pricing Period prior to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to notification from the Company or its designee, provided that the Par Amount shall be credited to of a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5Material Outside Event.

Closings. Each Closing shall take place on each Share Issuance Date in accordance with the procedures set forth below. In connection with each Closing the Company and the Investor shall fulfill each of its obligations as set forth below: (a) On Within 1 Trading Day after the Initial Closing Dateend of the applicable Pricing Period, upon the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.01(c), Section 2.01(d) or Section 2.01(e), (ii) the Net Advance Amount, (iii) the Minimum Acceptable Price (if any) for the Advance, (iv) the number of Excluded Days (if any) taken into account in determining the Pricing Period, (v) the Purchase Price for the Shares, (vi) the Market Price for the Advance (as supported by a report by Bloomberg, LP indicating the VWAP for each of the Trading Days during the Pricing Period), (vii) the number of Additional Shares, if any, to be purchased and (viii) the amount payable to the Company, in each case, taking into account the terms and subject to the conditions set forth herein, the Company of this Agreement. The Settlement Document shall sell, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result be substantially in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” form attached hereto as Exhibit B and shall be 19.99% of delivered in accordance with the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as instructions set forth on the signature page hereto executed top of Exhibit B or such other instructions that the Company may provide to the Investor in writing. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications required for the issuance and transfer of the shares of Common Stock applicable to such Purchaser Advance, or shall have the availability of exemptions therefrom and that the sale and issuance of such shares of Common Stock shall be paidlegally permitted by all laws and regulations to which the Company is subject. (c) On each Share Issuance Date the Company will, or caused to be paidwill cause its transfer agent to, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened electronically transfer such number of shares of Common Stock registered in the name of the Company. The Company Investor as shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5. (b) Following initial receipt by the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of equal (x) one the amount of the Advance specified in such Advance Notice (1) Pre-Funded Warrant as may be reduced according to the terms of this Agreement), divided by the Purchase Price and (y) Warrantsthe Additional Shares, in such manner to result in if any, by crediting the same aggregate purchase price being paid Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such Purchaser other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form) against payment by the Investor of the Net Advance Amount in same day funds to an account designated by the Company. The “Final Beneficial Ownership Limitation” No fractional shares shall be 19.99% issued, and any fractional amounts shall be rounded to the next higher whole number of shares. Any certificates evidencing shares of Common Stock delivered pursuant hereto shall be free of restrictive legends except for legends customary for REIT ownership limitations. (d) On or prior to each Share Issuance Date, each of the number of Company and the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company Investor shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) the other all documents, instruments and Warrants, writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5transactions contemplated herein.

Closings. (a) On the Initial Closing Date, upon Subject to the terms and subject conditions of this Agreement, the initial purchase and sale of the Shares contemplated hereby shall take place at a closing (the “Initial Closing”) to be held no later than two Business Days after the last of the conditions set forth herein, the Company shall sell, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that Article V have been satisfied or waived (other than conditions which, by their nature, are deliverable to be satisfied on the Closing Date), remotely by electronic mail and/or facsimile/at the Initial Closing. Upon satisfaction offices of the covenants and conditions set forth in Sections ‎2.2(a)▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ‎2.2(b) and ‎2.3▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, the Initial Closing shall occur remotely via the exchange of documents and signatures ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other location time or on such other date or at such other place or by such other method as the parties shall Company and Investor may mutually agree and upon in accordance with Section ‎2.5writing (the day on which any Closing takes place being the “Closing Date”). In the event there is more than one closing, the term “Closing” shall apply to each such closing unless otherwise specified. (b) Following initial receipt Pursuant to the terms of an escrow deposit agreement dated prior to the date of this Agreement between the Company, the Escrow Agent and the Placement Agent, the Escrow Agent shall hold any and all escrow funds for the benefit of the Company until the applicable Closing, whereupon the Escrow Agent shall release the funds as designated in writing by the Company. (c) In the event a prospective Investor’s subscription is rejected by the Company, which each prospective Investor hereby acknowledges the Company of may do at any time, in whole or in part, for any reason or no reason, in the Meeting Minutes Company’s sole and absolute discretion, then such prospective Investor’s funds in escrow, if any, with regard to such rejected subscription (or portion thereof) shall be promptly returned to such prospective Investor without interest or deduction. Further, in the event the Initial Closing has not occurred by June 30, 2023, which receipt date may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase extended up to approximately $20 million of Units in a second closing (15 days by the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determinesCompany, in its sole discretion, that BVF (discretion and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitationwith or without notice to prospective Investors, or as BVF (and its Affiliates) may otherwise chooseare held in escrow more than 60 days, then any funds of a prospective Investor that are in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrantsescrow will be promptly returned to such prospective Investor, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrantswithout interest or deduction, in upon such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaserprospective Investor’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, written request to the Company or its designee, provided that for the Par Amount same. Any unaccepted subscription amount(s) shall be credited returned to a blocked capital increase the same account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares from which such amount(s) were received (or Additional Pre-Funded Warrants) and Warrantsor, and if the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c)Placement Agent so determine, ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or to such other location account or in such other manner as the parties shall Company and the Placement Agreement may mutually agree and in accordance upon with Section ‎2.5the Person to whom an amount is being returned).

Closings. On each Advance Date (ai) On the Initial Closing Date, upon the terms and subject to the conditions set forth herein, the Company shall sell, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, deliver to the extent a Purchaser determines, in its sole discretion, that Investor such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess number of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number shares of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened Stock registered in the name of the Investor as shall equal (x) the amount of the Advance specified in such Advance Notice pursuant to Section 2.1 herein, divided by (y) the Purchase Price and (ii) upon receipt of such shares, the Investor shall deliver to the Company the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. To the extent the Company has not paid the fees, expenses, and disbursements in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) directly out of the proceeds of the Advance with no reduction in the amount of shares of the Company’s Common Stock to be delivered on such Advance Date. (a) Company’s Obligations Upon Closing. On each Advance Date: (i) The Company shall deliver to each Purchaser its respective Initial Securities pursuant the Investor via DWAC transfer the shares of Common Stock applicable to Section ‎2.2(a), and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and Advance in accordance with Section ‎2.52.3. The certificates evidencing such shares shall be free of restrictive legends, provided such shares are registered pursuant to an effective registration statement. (bii) Following initial receipt the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership LimitationRegistrable Securities, or as BVF (and its Affiliates) may otherwise choose, in lieu shall have the availability of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Companyexemptions therefrom. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the sale and issuance of the Additional Registrable Securities on shall be legally permitted by all laws and regulations to which the Second Closing Date. Each Purchaser’s Initial Subscription Amount Company is subject; (iv) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; (v) the fees as set forth on in Section 12.4 below shall have been paid or can be withheld as provided in Section 2.3; and (vi) the signature page hereto executed by such Purchaser Company’s transfer agent shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5DWAC eligible.

Closings. Each Closing shall take place as soon as practicable after each Advance Date in accordance with the procedures set forth below. In connection with each Closing the Company and the Investor shall fulfill each of its obligations as set forth below: (a) On the Initial Closing Within 1 Trading Day after each Advance Date, upon the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth the amount of the Advance (taking into account any adjustments pursuant to or , the Purchase Price, the number of shares of Common Stock to be issued and subscribed for (which in no event will be greater than the Ownership Limitation)), and a report by Bloomberg, LP indicating the VWAP for each of the Trading Days during the Pricing Period, in each case taking into account the terms and subject conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit B. (b) Upon receipt of the Settlement Document with respect to the conditions set forth hereineach Advance, the Company shall sellconfirm that it has obtained all material permits and qualifications required for the issuance and transfer of the shares of Common Stock applicable to such Advance, or shall have the availability of exemptions therefrom and that the Purchasers sale and issuance of such shares of Common Stock shall purchase, an aggregate be legally permitted by all laws and regulations to which the Company is subject. (c) Promptly after receipt of approximately $10 million of Shares; provided, however, that, the Settlement Document with respect to the extent a Purchaser determineseach Advance (and, in its sole discretionany event, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of not later than three Trading Days after each Advance Date), the Initial Beneficial Ownership LimitationCompany will, or as will cause its transfer agent to, electronically transfer such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the shares of Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened Stock registered in the name of the Investor as shall equal (x) the amount of the Advance specified in such Advance Notice (as may be reduced according to the terms of this Agreement), divided by (y) the Purchase Price by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form) against payment of the Purchase Price in same day funds to an account designated by the Company. The No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of shares. Any certificates evidencing shares of Common Stock delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Date, each of the Company and the Investor shall deliver to each Purchaser its respective Initial Securities the other all documents, instruments and writings required to be delivered by either of them pursuant to Section ‎2.2(a), this Agreement in order to implement and effect the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5transactions contemplated herein. (b) Following initial receipt by the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5.

Closings. (a) On the Initial Closing each Advance Date, upon which shall be six (6) Trading Days after an Advance Notice Date, (i) the terms Company shall deliver to the Investor's Counsel, as defined pursuant to the Escrow Agreement, shares of the Company's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and subject (ii) the Investor shall deliver to (x) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the "Escrow Agent") the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement and (y) to the Company a written report specifying (1) the aggregate number of shares of Common Stock beneficially owned by the Investor and its Affiliates on the Advance Notice Date; (2) each sale (including short sales, puts or other derivative transactions equivalent to a sale) of shares of Common Stock by the Investor and its Affiliates during the six (6) Trading Days preceding the Advance Date specifying the number of shares sold, the sale price per share and the trading market in which the sales were effected; and (3) the aggregate number of shares of Common Stock beneficially owned by the Investor and its Affiliates on the Advance Date (not including the shares acquired in connection with the Advance). In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor's Counsel all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement or the Registration Rights Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company's Common Stock to the Investor shall occur in accordance with the conditions set forth herein, above and those contained in the Company shall sell, and the Purchasers shall purchase, an aggregate of approximately $10 million of SharesEscrow Agreement; provided, however, that, that to the extent a Purchaser determinesthe Company has not paid the fees, in its sole discretionexpenses, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess and disbursements of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), Investor and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and Investor's counsel in accordance with Section ‎2.5. 12.4, (b) Following initial receipt by the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount Company has been furnished with a written invoice specifying such fees, expenses, and disbursements in reasonable detail at least three (3) Trading Days prior to the Advance Date) the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be credited paid to a blocked capital increase account opened the relevant party) from the amount of the Advance with no reduction in the name amount of shares of the Company. The Company shall deliver 's Common Stock to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or be delivered on such other location as the parties shall mutually agree and in accordance with Section ‎2.5Advance Date.

Closings. The initial closing of the purchase and sale of the Notes shall take place on the date hereof at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., Boston time, or at such other date, time and place as the Company and the Investors acquiring at least a majority of the aggregate principal amount of the Notes to be so purchased and sold shall mutually agree in writing (a) On which time and place are referred to herein as the “Initial Closing”). At the Initial Closing Date, upon the terms and subject to the conditions set forth hereinClosing, the Company shall sell, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Investor purchasing a Note at the Initial Securities Closing a Note for such Investor’s Note Amount, against payment by such Investor of such Investor’s Loan Amount by wire transfer or check. The Company may, at one or more additional closings (each, an “Additional Closing” and together with the Initial Closing, each, a “Closing”) on or prior to December 31, 2006 (or such other date as the Company and the Investors holding at least a majority of the aggregate principal amount of the then outstanding Notes shall mutually agree), issue and sell all or any portion of the Notes not sold at the Initial Closing (the “Additional Notes”) to one or more persons or entities that become or an Investor party hereto by executing and delivering to the Company an Instrument of Accession in the form of Schedule 2 attached hereto (collectively, the “Additional Investors”). The issuance and sale of any Additional Note to any Additional Investor pursuant to this Section ‎2.2(a1.2 may be effected and consummated without obtaining the signature, consent or permission of any of the other Investors. The Additional Investors may include any existing Investor. If the Company countersigns such Instrument of Accession and delivers such countersigned Instrument of Accession to such Additional Investor, then such Additional Investor at that time shall become an Investor party to this Agreement, shall become entitled to all of the benefits that inure or apply to Investors under this Agreement, shall become bound by all of the terms, provisions, restrictions and limitations that apply to Investors generally under this Agreement, shall be treated as an Investor for all purposes of this Agreement, the Additional Note sold to such Investor shall be deemed a Note for all purposes of this Agreement, and Schedule 1 attached hereto shall be amended and supplemented to include such Additional Investor and such Additional Investor’s Note Amount. Any such Instrument of Accession executed by such Additional Investor and the Company shall thereupon become a part of this Agreement. The Company may require, as a condition precedent to its execution and delivery of any Instrument of Accession and its obligation to consummate any Additional Closing pursuant to this Section 1.2, that the Additional Investor who executed and delivered such Instrument of Accession to the Company and who wishes to purchase an Additional Note at such Additional Closing also execute and deliver to the Company instruments or certificates pursuant to which such Additional Investor shall make such additional representations and warranties (in addition to those to be made and made by such Additional Investor by virtue of becoming an Investor party to this Agreement), and satisfy such conditions to closing, as the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial may reasonably request. At any Additional Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5. (b) Following initial receipt by the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (Additional Investor purchasing an Additional Note at such Additional Closing a Note for such Additional Investor’s Note Amount, against payment by such Additional Investor of such Additional Investor’s Loan Amount by wire transfer or check. Each Additional Pre-Funded Warrants) Closing, if any, shall occur on such date and Warrants, and at such time as the Company and each Purchaser those Additional Investors who are purchasing Additional Notes at such Additional Closing shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closingmutually agree. Upon satisfaction Each Additional Closing shall take place by facsimile transmission of executed copies of the covenants and conditions set forth in Sections ‎2.2(c)documents contemplated hereby to the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ‎2.2(d)▇▇▇▇▇▇, and ‎2.4▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇.

Closings. The closing of each Advance and each sale and purchase of Shares related to each Advance (aeach, a “Closing”) shall take place on the applicable Settlement Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Stock that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, and subject to Section 2.02.d of this Agreement, the Company and the Investor shall fulfill each of its obligations as set forth below: a. On the Initial Closing DateSettlement Date in respect of an Advance, upon the Investor shall deliver to the Company a written document, in the form attached hereto as Exhibit B (each a “Settlement Document”), setting forth the final number of Shares to be purchased by the Investor (taking into account any adjustments pursuant to Section 2.04), the applicable Purchase Price, the aggregate proceeds to be paid by the Investor to the Company, and a report by Bloomberg, L.P. indicating the VWAP of the Common Stock for each of the Trading Days during the applicable Pricing Period (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties), in each case in accordance with the terms and subject conditions of this Agreement. The Investor shall pay to the conditions set forth herein, Company the Company shall sell, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess Purchase Price of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount (as set forth on in the signature page hereto executed Settlement Document) in cash in immediately available funds to an account designated by such Purchaser shall be paidthe Company in writing, or caused to be paid, and transmit notification to the Company or its designeethat such funds transfer has been requested. b. Notwithstanding anything to the contrary in this Agreement, provided that if on any day during the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), and Pricing Period (i) the Company and each Purchaser shall deliver notifies Investor that a Material Outside Event set forth in Section 6.08(i) through (v) has occurred or if the respective items Material Outside Event set forth in Sections ‎2.2(a6.08(vi) and ‎2.2(bor (vii) that are deliverable at shall have occurred, or (ii) the Initial Closing. Upon satisfaction Company notifies the Investor of a Black Out Period, or (iii) the last reported sale price of the covenants and conditions set forth in Sections ‎2.2(a)Common Stock is less than the applicable Floor Price for more than 30 consecutive minutes during regular trading hours, ‎2.2(bor (iv) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures Daily Value Traded for such Trading Day is less than $30,000 (or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5. (b) Following initial receipt minimum Daily Value Traded threshold specified by the Company of in the Meeting Minutes (which receipt may be via email) applicable Advance Notice), the parties agree that the pending Advance shall end (the “Minutes Receipt DateAdvance Halt”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree final number of Shares to purchase, up to an aggregate of approximately $20 million of Units. To be purchased by the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of Investor at the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in Closing for such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” Advance shall be 19.99% of equal to the number of Shares sold by the Common Shares outstanding, including Investor during the Initial Securities issued on applicable Pricing Period before the Initial Closing occurrence of such event. c. On or prior to the Settlement Date, immediately after giving effect to the issuance each of the Additional Securities on Company and the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company Investor shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) the other all documents, instruments and Warrants, writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5transactions contemplated herein.

Closings. (a) On The Subscription shall be fully consummated on the Initial Closing Dateearlier of (i) the Termination Date (as defined in the Merger Agreement), upon (ii) the terms receipt of the total Purchase Price by the Company and the issuance of all of the Subscribed Membership Units to the Subscriber or (iii) at any time so determined by the Company (such period, the “Offering Period”), subject to the conditions set forth herein, right of the Company to extend the Offering Period one or more times to such final date that the Company shall sell, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess discretion so determine without notice or vote of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in Subscriber (the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Consummation Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a”), and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5. (b) Following initial receipt At least five (5) Business Days before the date on which the Subscriber shall purchase Membership Units (each, a “Closing Date” and each such closing, a “Closing”), the Company shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price, whether in whole or in part, to the Company. No later than three (3) Business Days prior to the Closing Date, Subscriber shall deliver such Purchase Price for the Subscribed Membership Units by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, and deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Membership Units to Subscriber, including, without limitation, the legal name of the Meeting Minutes person in whose name the Subscribed Membership Units are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Upon satisfaction (which receipt may be via emailor, if applicable, waiver) (the “Minutes Receipt Date”), upon the terms and subject to of the conditions set forth hereinin this Section 2, BVF and its Affiliates shallthe Company shall issue the Subscribed Membership Units to Subscriber upon which Subscriber shall become bound by the Operating Agreement. Failure to close on an anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to a Closing set forth in this Section 2 to be satisfied or waived on or before prior to the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 5 herein, Subscriber shall remain obligated (A) to redeliver funds to the Company in escrow following the Company’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing upon the terms and subject to satisfaction of the conditions set forth hereinin this Section 2. For the purposes of this Subscription Agreement, the Company agrees “Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result close in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% State of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5New York.

Closings. The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”) shall take place as soon as practicable on or after each Advance Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price is not known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) On the Initial Closing each Advance Date, upon the Investor shall deliver to the Company a written document, in the form attached hereto as Exhibit B (each a “Settlement Document”), setting forth the final number of Shares to be purchased by the Investor (taking into account any adjustments pursuant to Section 2.01), the Market Price, the Purchase Price, the aggregate proceeds to be paid by the Investor to the Company, and a report by B▇▇▇▇▇▇▇▇, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties), in each case in accordance with the terms and subject to the conditions set forth herein, the Company shall sell, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu this Agreement. The final number of Shares in to be purchased by the Investor at the Closing for such manner to result in Advance shall equal the same aggregate purchase price being paid by such Purchaser to sum of (i) the Company. The “Initial Beneficial Ownership Limitation” Adjusted Advance Amount which shall be 19.99% of purchased at the Purchase Price, plus (ii) the aggregate number of Additional Shares elected to be purchased by the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities Investor on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount Excluded Days during such Pricing Period (as set forth on the signature page hereto executed contemplated by such Purchaser Section 2.01(d)(ii)) which shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable purchased at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5applicable MAP. (b) Following initial Promptly after receipt of the Settlement Document with respect to each Advance (and, in any event, not later than one Trading Day after such receipt), the Company will, or will cause its transfer agent to, electronically transfer such number of Shares to be purchased by the Investor (as set forth in the Settlement Document) by crediting the Investor’s account or its designee’s account at The Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto, and transmit notification to the Investor that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to the Company the aggregate purchase price of the Shares (as set forth in the Settlement Document) in cash in immediately available funds to an account designated by the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms in writing and subject transmit notification to the conditions set forth hereinCompany that such funds transfer has been requested. No fractional shares shall be issued, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject any fractional amounts shall be rounded to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate next higher whole number of approximately $20 million of Unitsshares. To facilitate the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number transfer of the Common Shares outstandingby the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (c) On or prior to the Initial Securities issued on the Initial Closing Advance Date, immediately after giving effect to the issuance each of the Additional Securities on Company and the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company Investor shall deliver to each Purchaser its respective Shares the other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or Additional Pre-Funded Warrants(ii) and Warrantsthe Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end and the Company and each Purchaser shall deliver final number of Shares to be purchased by the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable Investor at the Second Closing. Upon satisfaction Closing for such Advance shall be equal to the number of Common Shares sold by the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, Investor during the Second Closing shall occur remotely via applicable Pricing Period prior to the exchange notification from the Company of documents and signatures a Material Outside Event or such other location as the parties shall mutually agree and in accordance with Section ‎2.5Black Out Period.

Closings. The closing of each Advance and each sale and purchase of Advance Shares (each, a “Closing”) shall take place as soon as practicable on or after each Advance Date in accordance with the procedures set forth below. The parties acknowledge that the Purchase Price will not be known at the time the Advance Notice is delivered (at which time the Investor is irrevocably bound) but shall be determined on each Closing based on the daily prices of the Common Shares that are the inputs to the determination of the Purchase Price as set forth further below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) On the Initial Closing each Advance Date, upon the Investor shall deliver to the Company a written document, in the form attached hereto as Exhibit B (each a “Settlement Document”), setting forth the final number of Shares to be purchased by the Investor (taking into account any adjustments pursuant to Section 2.01), the Market Price, the Purchase Price, the aggregate proceeds to be paid by the Investor to the Company, and a report by B▇▇▇▇▇▇▇▇, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period (or, if not reported on Bloomberg, L.P., another reporting service reasonably agreed to by the parties), in each case in accordance with the terms and subject to the conditions set forth herein, the Company shall sell, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu this Agreement. The final number of Shares in to be purchased by the Investor at the Closing for such manner to result in Advance shall equal the same aggregate purchase price being paid by such Purchaser to sum of (i) the Company. The “Initial Beneficial Ownership Limitation” Adjusted Advance Amount which shall be 19.99% of purchased at the Purchase Price, plus (ii) the aggregate number of Additional Shares elected to be purchased by the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities Investor on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount Excluded Days during such Pricing Period (as set forth on the signature page hereto executed contemplated by such Purchaser Section 2.01(d)(ii)) which shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable purchased at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5applicable MAP. (b) Following initial Promptly after receipt of the Settlement Document with respect to each Advance (and, in any event, not later than one Trading Day after such receipt), the Company will, or will cause its transfer agent to, electronically transfer such number of Shares to be purchased by the Investor (as set forth in the Settlement Document) by crediting the Investor’s account or its designee’s account at The Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto, and transmit notification to the Investor that such share transfer has been requested. Promptly upon receipt of such notification, the Investor shall pay to the Company the aggregate purchase price of the Shares (as set forth in the Settlement Document) in cash in immediately available funds to an account designated by the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms in writing and subject transmit notification to the conditions set forth hereinCompany that such funds transfer has been requested. No fractional shares shall be issued, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject any fractional amounts shall be rounded to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate next higher whole number of approximately $20 million of Unitsshares. To facilitate the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number transfer of the Common Shares outstandingby the Investor, the Common Shares will not bear any restrictive legends so long as there is an effective Registration Statement covering such Common Shares (it being understood and agreed by the Investor that notwithstanding the lack of restrictive legends, the Investor may only sell such Common Shares pursuant to the Plan of Distribution set forth in the prospectus included in the Registration Statement and otherwise in compliance with the requirements of the Securities Act (including any applicable prospectus delivery requirements) or pursuant to an available exemption). (c) On or prior to the Initial Securities issued on the Initial Closing Advance Date, immediately after giving effect to the issuance each of the Additional Securities on Company and the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company Investor shall deliver to each Purchaser its respective Shares the other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. (d) Notwithstanding anything to the contrary in this Agreement, if on any day during the Pricing Period (i) the Company notifies Investor that a Material Outside Event has occurred, or Additional Pre-Funded Warrants(ii) and Warrantsthe Company notifies the Investor of a Black Out Period, the parties agree that the pending Advance shall end and the Company and each Purchaser shall deliver final number of Shares to be purchased by the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable Investor at the Second Closing. Upon satisfaction Closing for such Advance shall be equal to the number of Common Shares sold by the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, Investor during the Second Closing shall occur remotely via applicable Pricing Period prior to the exchange notification from the Company of documents and signatures a Material Outside Event or such other location as the parties shall mutually agree and in accordance with Section ‎2.5Black Out Period.

Closings. Each Closing shall take place as soon as practicable after each Advance Date in accordance with the procedures set forth below. In connection with each Closing the Company and the Investor shall fulfill each of its obligations as set forth below: (a) On the Initial Closing Within one (1) Trading Day after each Advance Date, upon the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth the Total Advance Amount, the Price Per Share, the total number of Ordinary Shares to be issued and subscribed for which shall be calculated by dividing the Advance Amount by the Price Per Share and adding any Additional Shares to be purchased pursuant to ‎Section 2.01(f)(ii) (which in no event will be greater than the Ownership Limitation), and a report by Bloomberg, L.P. indicating the VWAP for each of the Trading Days during the Pricing Period, in each case taking into account the terms and subject conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit B. The Company shall promptly review the Settlement Document and when approved, shall sign and return a copy of the Settlement Document to the conditions set forth hereinInvestor. In the event that the Parties cannot agree on the Settlement Document within 3 Trading Days, the Company Parties shall sell, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, promptly submit any remaining disputed items to the extent a Purchaser determines, any senior partner in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess one of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu top four independent accounting firms of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, international reputation mutually acceptable to the Company or its designeeand the Investor, provided that which for the Par Amount avoidance of doubt shall not act as an arbitrator and accordingly the Arbitration Law 1968-5768 shall not apply, and in lack of agreement, one of the firms chosen by the head of the Israeli Bar Association to which either party may approach. The decision of the Person appointed, which decision shall be credited to a blocked capital increase account opened reasoned and in writing, shall be final and binding upon the Parties, except in the name case of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a)gross negligence, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a)manifest error, ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures fraudulent act or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5willful misconduct. (b) Following initial receipt by the Company Upon confirmation of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject Settlement Document with respect to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth hereinAdvance, the Company agrees to sellshall, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of soon as possible: (i) one file a prospectus supplement with the SEC with respect to the offering of the Shares pursuant to such Advance and file a copy of the prospectus supplement with the ISA, if and to the extent the same is required in the reasonable opinion of the Company’s counsel, with respect to such Advance under the Securities Act and the Securities Regulations. (ii) obtain an effective TASE Approval covering the listing of the Shares on the TASE. (iii) confirm that it has made all filings and/or obtained all permits, approvals and qualifications, as applicable, required for (1) Share the issuance and transfer of Shares applicable to such Advance to the Investor, or shall have the availability of exemptions therefrom, that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject and that upon their issuance to the Investor the Shares will be Free; and (ii2) Warrantsthe listing of the Shares for trade on both the NASDAQ and the TASE. (c) As soon as possible after making all filings and/or receipt of all permits, approvals and qualifications referred to in section 2.02(b)(iii) above (including the Purchasers may elect effective TASE Approval) with respect to purchase Units each consisting of such Advance (x) one (1) Pre-Funded Warrant and (y) Warrantsand, in such manner to result in any event, not later than five Trading Days after the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% finalization of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and Settlement Document in accordance with Section ‎2.52.02(a))the Company will, or will cause its transfer agent to, electronically or otherwise transfer such number of Ordinary Shares as set forth in the Settlement Document by crediting the Investor’s account or its designee’s account (including, at the election of the Investor, crediting the Investor’s securities account with a TASE Member) in accordance with delivery instructions provided by the Investor in writing in the Settlement Document (Exhibit B hereof) (which in all cases shall be Free, registered shares in good deliverable form) against payment of the Total Advance Amount in same day funds in US Dollars, without making any reduction for any withholding or other taxes or charges of any kind, to an account designated by the Company in writing. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of shares. (d) On or prior to each Advance Date, each of the Company and the Investor shall deliver to the other all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Closings. On each Advance Date (ai) On the Initial Closing Date, upon the terms and subject to the conditions set forth herein, the Company shall selldeliver irrevocable instructions to its transfer agent directing the issuance, and by not later than one (1) business day following the Purchasers shall purchase, an aggregate date of approximately $10 million of Shares; provided, however, thatsuch instructions, to the extent a Purchaser determines, in its sole discretion, that Investor such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess number of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number shares of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened Stock registered in the name of the Investor as shall equal (x) the amount of the Advance specified in such Advance Notice pursuant to Section 2.1 herein, divided by (y) the Purchase Price and (ii) upon receipt of such shares, the Investor shall deliver to the Company the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. To the extent the Company has not paid the fees, expenses, and disbursements of the Investor in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) directly out of the proceeds of the Advance with no reduction in the amount of shares of the Company. ’s Common Stock to be delivered on such Advance Date. (a) Company’s Obligations Upon Closing. (i) The Company shall deliver to each Purchaser its respective Initial Securities pursuant the Investor the shares of Common Stock applicable to Section ‎2.2(a), and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and Advance in accordance with Section ‎2.52.3. The certificates evidencing such shares shall be free of restrictive legends. (bii) Following initial receipt the Company’s Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the Advance shall have been declared effective by the SEC; (iii) the Company shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership LimitationRegistrable Securities, or as BVF (and its Affiliates) may otherwise choose, in lieu shall have the availability of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Companyexemptions therefrom. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the sale and issuance of the Additional Registrable Securities on shall be legally permitted by all laws and regulations to which the Second Closing Date. Each Purchaser’s Initial Subscription Amount Company is subject; (iv) the Company shall have filed with the SEC in a timely manner all reports, notices and other documents required of a “reporting company” under the Exchange Act and applicable Commission regulations; and (v) the fees as set forth on the signature page hereto executed by such Purchaser in Section 12.4 below shall have been paid or can be paid, or caused to be paid, to the Company or its designee, withheld as provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.52.3.

Closings. (a) On The closing of the initial purchase and sale of the Notes shall be held at 12:00 Noon (New York time) on the Initial Closing Funding Date, upon at the offices of White & Case, 1155 Avenue of the Americas, New York, New York, or at such other time and location as the parties may agree. Delivery of the Notes to the Purchasers hereunder shall be made on the Initial Funding Date against payment by the Purchasers as provided herein. On each Funding Date subsequent to the Initial Funding Date, each Purchaser shall, subject to the terms and subject to the conditions set forth herein, make the Company Advance required to be made by such Purchaser on such date as provided herein. (b) The Notes to be delivered to each Purchaser on the Initial Funding Date shall sellbe appropriately completed to (i) be dated the Initial Funding Date, (ii) be in a stated principal amount equal to the Commitment of such Purchaser, (iii) mature on the Final Maturity Date, (iv) bear interest as provided in Section 2.5, and (v) be entitled to the Purchasers benefits of this Agreement and the other Purchase Documents. The Notes will be registered in the name of the Purchaser thereof (or its nominee's name). (c) At the time of each Funding and at the time of the making of any payment of principal, interest or other amounts in respect of the Notes or this Agreement, each Purchaser will note in its internal records the amount of the indebtedness of the Issuers to such Purchaser as a result thereof. Such internal records shall purchase, an aggregate constitute prima facie evidence of approximately $10 million the existence and amounts of Sharesthe Advances and other Obligations therein noted; provided, however, thatthat the failure of any Purchaser to make such notations, or any error therein, shall not in any manner affect the obligations of the Issuers to repay or pay the Advances made by such Purchaser hereunder and under the Notes in accordance with the terms of this Agreement and the Notes. (d) Subject to the terms and conditions hereof, no later than 12:00 Noon (New York time) on each Funding Date, each Purchaser will make available its pro rata portion of the aggregate amount of the Advances to be made on such date, in Dollars and in immediately available funds at the Payment Office of the Administrative Agent, and the Administrative Agent will transfer the aggregate of the amounts so made available by the Purchasers, net of fees and costs payable to the Purchasers, to or to the extent order of the relevant Issuer or Issuers pursuant to wire instructions provided to the Administrative Agent not later than three Business Days prior to the Funding Date. (e) Unless the Administrative Agent shall have been notified by any Purchaser prior to the date of a Purchaser determines, in its sole discretion, Funding that such Purchaser (together with does not intend to make available to the Administrative Agent such Purchaser’s Affiliates) would beneficially own in excess 's portion of the Initial Beneficial Ownership LimitationAdvances to be made on such date, or as the Administrative Agent may assume that such Purchaser has made or will make such amount available to the Administrative Agent on such date and the Administrative Agent may otherwise choose(but shall have no obligation to), in lieu of purchasing Shares reliance upon such assumption, make available to the relevant Issuer or Issuers a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Purchaser, the Administrative Agent shall be entitled to recover such corresponding amount from such Purchaser on demand. If such Purchaser does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify the relevant Issuer or Issuers and the relevant Issuer or Issuers shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Purchaser or the Issuers, as the case may elect be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to purchase Initial Pre-Funded Warrants the relevant Issuer or Issuers until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if such amount is recovered from such Purchaser, the cost to the Administrative Agent of acquiring overnight federal funds at the then applicable rate, and (ii) if such amount is recovered from the Issuers, the then applicable rate of interest as provided herein. Nothing in lieu this Section 2.3 shall be deemed to relieve any Purchaser from its obligation to fund its Commitment hereunder or to prejudice any rights which the relevant Issuer or Issuers may have against any Purchaser as a result of Shares in such manner to result in the same aggregate purchase price being paid any failure by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5make an Advance hereunder. (b) Following initial receipt by the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5.

Closings. (a) On Subject to the Initial Closing Datesatisfaction (or, upon where permissible, waiver) of the terms and conditions to the closing set forth in SECTION 1.3, the closing of the purchase by the Investor of its Investor Notes shall take place electronically, through the exchange of documents via electronic mail or facsimile (the “Closing”), on March 8, 2022, subject to all of the conditions set forth hereinin SECTION 1.3 having been satisfied or waived on or prior to such date (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) or such other date as agreed by the parties hereto in writing (the date on which the Closing actually occurs with respect to the Investor, the Company shall sell“Closing Date”), but in any event prior to the Long Stop Date. The parties hereto will use reasonable efforts to consummate the Closing hereunder with respect to the Investor subject to, and immediately after (and on the Purchasers shall purchasesame date as), an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser Closings (together with such Purchaser’s Affiliates) would beneficially own in excess of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result defined in the same aggregate purchase price being paid by such Purchaser to Other NPA) under the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), Other NPA and the Company will use reasonable efforts to consummate the Closings (as defined in the Other NPA) under the Other NPA with respect to the Other Investors immediately prior to (and each Purchaser on the same date as) the Closing with respect to the Investor. For the avoidance of doubt, the Investor shall deliver not have any rights pursuant to the respective items set forth Articles of Association in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction respect of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, Investor Notes that the Initial Investor has agreed to purchase pursuant to this Agreement until the Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5hereunder has occurred. (b) Following initial receipt by At the Closing with respect to the Investor, (i) the Company shall (A) issue and deliver to the Investor the Investor Notes in the form of a note certificate representing the aggregate principal amount of the Meeting Minutes (which receipt may be via email) Investor Notes (the “Minutes Receipt DateNote Certificate”), upon ) accompanied by the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determinesNote Instrument, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid case duly executed by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% ; (B) procure the entry of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and Investor in the Register of Noteholders of the Company and each Purchaser shall deliver to the respective items Investor a certified true copy of the such updated Register of Noteholders; and (C) deliver to the Investor such other documents and deliveries as set forth in Sections ‎2.2(cSECTION 1.3(a); (ii) against issue and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction delivery of the covenants and conditions items set forth out in Sections ‎2.2(cSECTION 1.2(b)(i), ‎2.2(d)the Investor shall (A) purchase from, and ‎2.4pay or cause to be paid to, the Second Closing shall occur remotely via Company the exchange Investor Purchase Price for the Investor Notes purchased under SECTION 1.1 by wire transfer of documents immediately available funds in United States dollars to the account designated by the Company in Schedule 4 hereto, and signatures or such (B) deliver all other location as the parties shall mutually agree and in accordance with Section ‎2.5items required to be delivered pursuant to SECTION 1.3(b).

Closings. (a) On Subject to the Initial Closing Datesatisfaction (or, upon where permissible, waiver) of the terms and conditions to the closing set forth in SECTION 1.3, the closing of the purchase by the Investors of their respective Investor Notes shall take place electronically, through the exchange of documents via electronic mail or facsimile (the “Closing” with respect to such Investor), on March 8, 2022, subject to all of the conditions set forth hereinin SECTION 1.3 having been satisfied or waived on or prior to such date (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) or such other date as agreed by the parties hereto in writing (the date on which the Closing actually occurs with respect to an Investor, the Company shall sell“Closing Date”), and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, but in any event prior to the extent a Purchaser determinesLong Stop Date. For the avoidance of doubt, no Investor shall have any rights pursuant to the Articles of Association in its sole discretion, respect of the Investor Notes that such Purchaser (together with such Purchaser’s Affiliates) would beneficially own in excess of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect Investor has agreed to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance of the Initial Securities on the Initial Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name of the Company. The Company shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), and the Company and each Purchaser shall deliver the respective items set forth this Agreement until Closing has occurred in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction respect of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5Investor. (b) Following initial receipt At the Closing with respect to an Investor, (i) the Company shall (A) deliver the Investor Notes purchased under SECTION 1.1 to such Investor through Euroclear Bank SA/NV as operator of the Euroclear System and Clearstream Banking S.A. by issuing a global note in definitive form representing the aggregate principal amount of the Notes (the “Global Note”); and (B) deliver to such Investor such other documents and deliveries as set forth in SECTION 1.3(a); (ii) the Closing of the issue of the Investor Notes shall be effected on a free of payment (FoP) basis and such Investor shall, severally and not jointly, (A) purchase from, and pay or cause to be paid to, the Company the Investor Purchase Price for its Investor Notes purchased under SECTION 1.1 by wire transfer of immediately available funds in United States dollars to the account designated by the Company of in Schedule 4 hereto (it being understood that such payment shall be made at the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and Closing subject to the conditions set forth herein, BVF and its Affiliates shall, on or before Investor Notes having been delivered to the date that is thirty (30) days following the Minutes Receipt Date (the last day custodian account of such period referred to Investor through Euroclear Bank SA/NV as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess operator of the Final Beneficial Ownership Limitation, or as BVF (Euroclear System and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of (x) one (1) Pre-Funded Warrant and (y) Warrants, in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Final Beneficial Ownership Limitation” shall be 19.99% of the number of the Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designeeClearstream Banking S.A., provided that such Investor shall provide the Par Amount shall be credited to Company with a blocked capital increase account opened confirmation in writing on the name same Business Day of receipt of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction Investor Note followed by a copy of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(dwire transfer receipt within two (2) Business Days), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such (B) deliver all other location as the parties shall mutually agree and in accordance with Section ‎2.5items required to be delivered pursuant to SECTION 1.3(b).

Closings. The closing of each Advance with respect to each Pricing Period shall take place on each Advance Settlement Date in accordance with the following procedures: (a) On By 10:30 am on the Initial Closing DateTrading Day immediately following each Pricing Period the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.01(c) Section 2.01(d), upon or Section 2.01(e)), (ii) the Net Advance Amount, (iii) the Minimum Acceptable Price (if any) for the Advance, (iv) the number of Excluded Days (if any) taken into account in determining the Pricing Period, (v) the Purchase Price, (vi) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period), (vii) the number of Additional Shares, if any, to be purchased, (viii) the amount payable to the Company, in each case taking into account the terms and subject to the conditions set forth herein, the Company shall sellof this Agreement, and the Purchasers shall purchase, an aggregate of approximately $10 million of Shares; provided, however, that, to the extent a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliatesix) would beneficially own in excess of the Initial Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Initial Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Initial Beneficial Ownership Limitation” shall be 19.99% of the number of shares of Common Stock beneficially owned by the Common Shares outstanding immediately after giving effect to the issuance Investor as of the Initial Securities on date of such Settlement Document. The Settlement Document shall be substantially in the Initial Closing Date. Each Purchaser’s Initial Subscription Amount form attached hereto as Exhibit B and shall be delivered in accordance with the instructions set forth on the signature page hereto executed top of Exhibit B or such other instructions that the Company may provide to the Investor. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the shares of Common Stock applicable to such Purchaser Advance, or shall have the availability of exemptions therefrom and that the sale and issuance of such shares of Common Stock shall be paidlegally permitted by all laws and regulations to which the Company is subject. (c) On each Advance Settlement Date the Company will, or caused to be paidwill cause its transfer agent to, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened electronically transfer such number of shares of Common Stock registered in the name of the Company. The Company Investor as shall deliver to each Purchaser its respective Initial Securities pursuant to Section ‎2.2(a), and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(a) and ‎2.2(b) that are deliverable at the Initial Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(a), ‎2.2(b) and ‎2.3, the Initial Closing shall occur remotely via the exchange of documents and signatures or at such other location as the parties shall mutually agree and in accordance with Section ‎2.5. (b) Following initial receipt by the Company of the Meeting Minutes (which receipt may be via email) (the “Minutes Receipt Date”), upon the terms and subject to the conditions set forth herein, BVF and its Affiliates shall, on or before the date that is thirty (30) days following the Minutes Receipt Date (the last day of such period referred to as the “Election Deadline”), purchase up to approximately $20 million of Units in a second closing (the “Second Closing”). On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, up to an aggregate of approximately $20 million of Units. To the extent BVF determines, in its sole discretion, that BVF (and its Affiliates) would beneficially own in excess of the Final Beneficial Ownership Limitation, or as BVF (and its Affiliates) may otherwise choose, in lieu of purchasing Units each consisting of (i) one (1) Share and (ii) Warrants, the Purchasers may elect to purchase Units each consisting of equal (x) one the amount of the Advance specified in such Advance Notice (1) Pre-Funded Warrant as may be reduced according to the terms of this Agreement), divided by the Purchase Price and (y) Warrantsthe Additional Shares, in such manner to result in if any, by crediting the same aggregate purchase price being paid Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such Purchaser other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form) against payment by the Investor of the Net Advance Amount in same day funds to an account designated by the Company. The “Final Beneficial Ownership Limitation” No fractional shares shall be 19.99% of issued, and any fractional amounts shall be rounded to the next higher whole number of the shares. Any certificates evidencing shares of Common Shares outstanding, including the Initial Securities issued on the Initial Closing Date, immediately after giving effect to the issuance of the Additional Securities on the Second Closing Date. Each Purchaser’s Initial Subscription Amount as set forth on the signature page Stock delivered pursuant hereto executed by such Purchaser shall be paid, or caused to be paid, to the Company or its designee, provided that the Par Amount shall be credited to a blocked capital increase account opened in the name free of the Company. The Company shall deliver to each Purchaser its respective Shares (or Additional Pre-Funded Warrants) and Warrants, and the Company and each Purchaser shall deliver the respective items set forth in Sections ‎2.2(c) and ‎2.2(d) deliverable at the Second Closing. Upon satisfaction of the covenants and conditions set forth in Sections ‎2.2(c), ‎2.2(d), and ‎2.4, the Second Closing shall occur remotely via the exchange of documents and signatures or such other location as the parties shall mutually agree and in accordance with Section ‎2.5restrictive legends.